


The Spiderling

by jboy44



Category: Marvel, My Little Pony: Friendship is Magic
Genre: Crossover, Crossover Pairings, Crossovers & Fandom Fusions, F/M, Marvel 616/MCU Crossover, Marvel Universe, my little pony - Freeform
Language: English
Status: In-Progress
Published: 2019-03-08
Updated: 2019-11-07
Packaged: 2019-11-14 01:23:29
Rating: Explicit
Warnings: No Archive Warnings Apply
Chapters: 37
Words: 69,364
Publisher: archiveofourown.org
Story URL: https://archiveofourown.org/works/18042791
Author URL: https://archiveofourown.org/users/jboy44/pseuds/jboy44
Summary: Hi I though my name was Scootaloo, but no it's not it's Mayday Parker, I went back to where I showed up as a foal and return home to earth to my family I'm human that's why I couldn't fly, I have no cutie mark as humans don't have them, now I'm trying to learn how to fit in and live up to my dad Peter's legacy as the spectacular Spiderling!





	1. Chapter 1

Scootaloo was trotting around sad in the woods as she stomped on a stump with a spider like mark carved in, "Well here it is were the orphanage said they found me!" she said sadly.

She sighed wondering why she couldn't fly , why couldn't she find her cutie mark and why she was just here was she abandoned because they didn't want her? Was she taken? Was she lost because of something unknown? She longed to know how she came to be here.

She then stomped the spidermark and jumped back and her eyes widen as it glow and a voice of some old women said, "You have finally returned! Know you can know and return home little spider."

Scootaloo's eyes widen as she saw what looked like magic webs spin around her In a vortex making her vanished as she yelled.

Meanwhile a world away in New York.

Spiderman was swinging in the third superior Spiderman suit with the shoulder canons and extra blades on the spider legs removed.

He growled as he as he hung on the side of a building as he growled, "I don't know what's worst still having some ock in my head or those assholes couldn't tell what was up!" He then web swung magic webs span around him and he sighed, "Madame web!" he then vanished.

Elsewhere

Kaine was walking on the roof of a building growling as he looked at the panicked in normal cloths Ben Reilly as he growled, "you had me thinking I use to be crazy for thinking you want to kill and replace Peter but look what you did just that!" he growled in rage, "I should be happy I was right! I should be happy knowing I was given a second chance as I wasn't evil! I should be jumping for joy to know I was never crazy! But know I'm just mad! You made both me and Peter love you call you brother! Then you tried to kill the dam planet to save your own neck! You bastard!" his stinger then popped out as magical webs span around him and he growled.

That is when he found himself in a void with Peter and the confused Pegasus Scootaloo and Kaine looked to the sitting on her throne madame web and he growled, "What is going on Web?" he sound rude.

Madame web then held her hand up making all three's eyes widen, "Why allow me to show you all."

they all then saw the past.

It was years ago Kaine in his old outfit was running after a women holding a baby with red hair who was crying, through a European city, " ALISON MONGRAIN GIVE ME BACK MY BROTHER'S DAUGHTER!"

the women ran holding the baby through the streets as Kaine ran after her and she yelled "SOMEONE STOP THAT WOMEN SHE KIDNAPPED MY NIECE! DON'T WORRY MAY UNCLE KAINE WILL GET YOU HOME TO YOUR PARENTS I PROMISE!"

That is when he heard laugher and the Green goblin on his glider whooped down grabbing May form the women as he laughed holding the scared parker baby in the air, "Oh the baby parker! Oh how easy it would be to just drop it!"

Kaine roared in rage as he fired a web blast to swing up and try and grab may only for Goblin to laugh hold May out making him drop his web and fall to the ground to not hit it as the Goblin laughed evily saying, "Can't do it can you spider faker! You want to smash my skull in but this little baby won't let you do it! Got some spider in you after all! Oh Don't worry I won't drop her that would give you and him to much closure!" he then flow off Kaine swinging behind him.

Goblin then came to a van and it opened up into a portal system as he said, "Me hold my prototype portal generator!" he laughed as he strapped the baby to his glider and jumped off as the glider fell into the portal, "Maybe on other side she live may be she don't you'll never know and he'll never know he'll live his whole life beating himself up for not being able to say his daughter! THE GOBLIN HAS WON!" he yelled.

Kaine then land and cried as May vanished into it then it explode he then roared as he released his old claws and ran his arm through goblin to see wires oil and metal and his eyes widen as the goblin laughed, "I took a page form doctor doom! HAHAHAHAHA I BEAT THE SPIDERS!"

The flash back then changed to another world a portal where may slowly changed into an orange furred Pegasus foal with purple mane and tail and land on a stump making a spider mark appear on it as a mare walked up to hear the crying filly.

Peter and Kaine then saw flash of May known as Scootaloo's life in Equestria till this day , while Scootaloo for context saw Spider-man's life up till this point then it end.

Scootaloo was crying, She knew why she couldn't fly she wasn't a Pegasus, she knew why she couldn't get a cutie mark she wasn't a pony she know why she had no family a goblin and an evil lady took her away form them.. In a moment Peter and Kaine fell down crying.

In a moment Peter hugged Scootaloo as he cried, "I finally found you!"

Kaine was crying as he fell to his knees screaming, "I'M SORRY I TRIED I TRIED BROTHER I TRIED MAY!"

Madame web then waved her hand making the boy Scootaloo turn into a human girl no older then ten with red hair and brown eyes, in simple white dress as Madame Web said, "this family reunion is not chance! You know of the events of the hunt Peter! Your daughter remained safe because Equestria isn't connect to the web of life and Disney done so by the their goddess of the sun enraging the spider who's webs created there world and all life on it."

Scootaloo cried as she listen in and Madame Web spoke saying, "that is right spiders are the most important thing in the universe while I want to do this sooner I couldn't till you returned to the point you made it, till the hunt had past."

Kaine growled as he grabbed her by throat and his stinger popped, "You could have brought her back! YOU COULD HAVE RETURNED MY NIECE TO HER FAMILY! YOU COULD HAVE BROUGHT HER BACK TO HER MOM AND HER DAD! YOU BITCH!"

the Scarlet Spider then tried to stab her but she turned into mist as the voice said, "I wish I could have but I may be powerful but I am still a spider-totem as you! I am still forced to follow the rule of the spider-Totemic deities we serve for reserving there blissing! She is now once more connect to the web of life and Disney like she was at birth Scootaloo Mayday parker what ever you will be called you are a spider with that power comes responsibility and only living up to that will heal your family."

They all then found themselves in Parkers manor found by parker industry, Peter removed his Mask as he held the passed out child in his arms as he picked up a phone and called, "Jameson It's Peter found my missing daughter.. you won't believe how and we'll need a cover story… no it doesn't have anything to do with that digital copy of doc ock that worked for hydra.. yes it was stupid of him to think I won't change the codes of my systems but can you focus man!"

Kaine was about to jump out a window but Peter shot a web line and pulled him closer and said, "Hold on Jameson I have to yell at my brother for a moment!" he then put the phone down.

Peter then set the clearly cried herself to sleep May down on the couch and said, "Well you forget about our evil brother for a moment! May is back! That is what we need to focus on! And as Madame web was involved that means we are in for some bullshit! We need to be together!"

Kaine then looked to Peter and removed his mask to show his scars, "And you think Ben won't try to use her! She has been around a race that has little to no idea of evil! She's to pure for this world Peter!" he yelled back.

Peter then rolled his eyes and said, "And that's why she needs her uncle Kaine! To teach her about how unlike in her world Evil can hide in plain sight!" he said clearly angry.

Kaine growled as he points at him and said, "I really want to argue but I can't! So I'm just going to agree with you angrily!" he said sounding made.

Peter then used a web to pull the phone to him as he said, "and done yelling at my brother Jay jay! Yes, yes that'll do! See you tomorrow, also side note, how is your lawyer doing on my sisters early release appeal… Ouch! See she did nothing but save the day and as she did it with no mask she's in jail! You see why I wear the mask now man?... I know you admit it I just haven't gotten tired of hearing it bye." He then hung it up.

Meanwhile within her Dream May was struggling to stand on her two humans legs as she saw ghostly images of the ponies that explode into fire as she shaked and shivered as above her was the Green goblin!

the goblin laughed as held a pumpkin bomb and laughed, "so she returns! Looks like I'm losing my edge! HAHAHAHAHAH!"

May then woke up screaming, "GOBLIN!" Peter quickly ran to hug the crying scared child, as he growled at all the time he lost as how she would be in an alien world that should have been her home, and only one person was to blame, the green goblin

the next day there was Cameras all over Scootaloo who was hiding behind her father who was in a white suit's leg.

Beside them was Kaine in the spider-man costume as Jameson reported, on tv, "Spider-man found the missing daughter of Peter parker in a sweat job, as a family man myself I have to thank spidey for this reunion even if it was his boss's kid he saved."

Kaine then whispered to peter, "How long do we have to do this I mean I'm taller then you this outfit is to tight on me! Not to mention it's like an oven with all the metal on it!"

Peter was petting May's head as he said, "Five more minutes then we can head in and how do you think your niece feels there is more people looking at her then a whole town she grow up in plus they don't have cameras like us so she isn't use to seeing someone's face everywhere!"

A week later May's point of view.

She looked in a mirror she was In a blue skirt, blue dress shirt blue jacket and a blue backpack and blue boots as she sighed, My name is Mayday parker though it was Scootaloo the flightless orphan Pegasus. But no I have parents even if Mom isn't returning dad's call.

I've been in the human world for a week now I haven't found the so called great power and great responsibility the lady who finally decide to send me talked about.

I head down stairs and out the door I was going to some fancy school for rich kids! I missed my friends, and I love dad but having a dad That is a CEO and a super hero can be a bit much.

… That is when I felt it a strange tingle like it was warning me of something that is when I turned like it was telling me and outside I saw my father as spider-man.

His four spider legs slashing at the Green Goblin as he free fell I turned to run and scream I've seen the goblin in my nightmares he was going to take me away again! "NO NO NO!" I ran that is when I jumped to avoid something that fired and I didn't come down I looked back I was standing on the wall and my eyes widen as I jumped down and ran down stairs. Warning of danger and wall crawling check.

As I ran I did the finger thing and said, "webs not check!" I looked to the elevator door and put my hands int it and ripped it open and said, "Strength check!" I saw the elevator wasn't there so I jumped down and land on the ground floor just fine on my legs, "agility healing and endurance check!"

My powers were coming in I then ran to the room with all of dad's costumes and locked myself in and sat scared, Why where they coming in now! Why where they coming in when he's out there! Why not last night when shocker attacked? Why did it have to be green goblin?

I held my head it hurt I saw The Goblin My father on a wall using his web shooters built in flame thrower on the goblin who just charged through it only for my uncle to web swing in and kick him in the head. … It's like uncle Kaine said he use to have I can see a little bit into the future!

then I saw it the Glider was dropping bombs as it flow people where going to be hurt I could hear Madame web in my head saying, "when your father first got his powers his not stopping the first crime he saw coast him his uncle … are you willing to let history repeat it's self child?"

I cried as I saw web shooters on a case and some fabric I grabbed them then jumped up to a vent and removed it and crawled back to my room to my closet.

"I WON'T LET IT HAPPEN!"

Return to third person point of view.

outside in the battle The Goblin's glider was about to open it's hatch to release the bombs but a web hit it keeping it close making his eyes widen as he jumped off as it explode and he turned to see a little spider on the side of a building.

she was in blue jeans red boots a blue long sleeve shirt red gloves web shooters on the outside, her shirt had a red spider and she had a red mask that was red fabric with eye wholes cut in them with eyes cut out and she said, "I'M NOT SCARED OF YOU ANYMORE!"

Spiderman land beside his daughter and asked, "WHAT ARE YOU DOING!?"

May looked at her dad and said, "We great power comes great responsibility!" The lens on spiderman's mask widened.

to be continued.


	2. Chapter 2

The Green Goblin was standing on a building throw bombs form him bag as Spiderman Kaine and Spiderling hooked them on web lines to throw them back where they explode in hi face making half of the face fall off to reveal robotics inside.

Spider-man growled as he said, "A robot I was a fool to think there was a new Goblin!" he roared in rage as he web slung close and used his spider legs to slash the goblin into parts as he growled at the machine before web swinging back to his daughter, "Come on spectacular spinning Jenny! You are so ground!" he said as he grabbed her.

May yelled out," DON'T LET THAT STICK! I'M SPIDERLING SPIDERLING I TELL YOU!" she yelled out hoping that that would be the name that stuck not spectacular spinning Jenny.

Kaine just laughed as he said, "I'll go check on Norman!" He then swung all the way to the rift and snuck in to a cell and looked down at Norman in a straight jacket and pinched his check making the man growl in pain, "Ok you are real! Any idea why a robot you just attacked me and my brother?"

Norman blinked before saying, " I Cletus Kasady have no idea why a robot that looked like me attacked Norman Osborn a.k.a Spiderman!"

Kaine looked at him and said, " I feel like you did at one point! But not anymore as you aren't you anymore! Man the carnage symbiote fucked you up and that is saying something with how fucked up you already where!" He then crawled away up the walls and swung away as he said, "Think Kaine I know you aren't Peter but you still have his memories of collage surely you can figure out some lead behind the robot Green Goblin!" A moment later his web line was slashed by a green goblin on a glider.

Kaine then stuck to a wall and growled, "ANOTHER ROBOT GOBLIN!" He then fired a web line and pulled on it making him zip for the Goblin as he held out his left stinger and drove it into the goblin's arm and his lens widen as blade came out of the wound making Kaine jump back in horror on a side, "Now I get it! Make us thing you are all robots so we really kill someone!" He said in horror.

the fakie goblin held his bleeding left arm and flow off laughing, "and here I though you where the stupid spider!" But in a moment web hit the jet of his glider making him fall out of the sky where a web swinging Kaine grabbed him and land on a roof and he removed the mask on the Goblin.

Under it was no face and his eyes widen, "Chameleon!" The man then said, "yes and I'm working with family!"

A moment later Kaine felt something in his shoulder and turned to see a blow dark, "Kraven! You asshole cousins!" he then fainted.

Meanwhile Peter was on the phone saying, "thanks for understanding why May couldn't make it to school today!" he then hung up.

Peter then turned and fired a web blast to pull a trying to sneak off May closer as he said, "If you are going to be a super hero! You are getting a proper costume and going to avengers academy Saturday classes!"

May raised and eye brow and said, "Wait.. My grounding is super hero costume and super hero school?.. I like super hero parents!"

Peter then pulled out measuring tape, "come on! Let's get to work on that costume!"

Later on while May was a sleep Peter saw something on tv the Zoo taken over and Kaine tied up by Kraven and what looked like the green goblin with a bandaged arm.

Peter quickly grabbed his super hero costume and swung off.

Later on May woke up screaming she had a nightmare about tigers eating her uncle and that is when she saw a light on went to check it out and saw the reports about Spider-man fighting a green goblin and Kraven the hunter at the zoo and a knocked out scarlet spider was tied up in the tiger pin.

May screamed, "DARN YOU PROGRESSIVE SPIDER SENSE!" She yelled before she noticed something on the tablet and walked over to it a costume, she put it on and looked in the mirror.

It had a red Spiderman mask with the top cut off so her hair wouldn't be ruined, the suit was blue, it had a red spider on the chest, it had shoulder elbow and knee pads in white, red gloves with web shooter bands around the wrist, and red boats the lens were thicker then her dad's.

She touched the mirror and smiled under her mask, "I love you dad!" She then jumped out a window web swing to the zoo.

In the zoo Spiderman was standing on a tree using two spider legs, one to hold back Kraven's spear and the other to hold back the fake goblin who was holding a sword as he said, "I'm just guessing it's your cousin under that green goblin mask Kraven!"

He then jumped and back flipped away and span his spider legs slashing kraven's spear head and lower part of the handle apart leaving the hunter holding nothing but a small stick, his other slashed the goblins hand making him drop his sword.

Chameleon pulled out a pumpkin bomb as he laughed, "So you got it! Still doesn't matter two off us! One of you! You can't fight us and save your brother A spider dies tonight! Victory is ours! Or at least it will be when those dam tigers wake up! I told you cousin not to use all that sleeping gas!"

Kraven growled as he dropped the stick and pulled out two knives and charged, only for spider man to jump and avoid them then one spiderleg back hand Kraven into a tree as he flipped to avoid a pumpkin bomb!

elsewhere Spiderling was swinging throw the tiger Pin to her tied up uncle and she looked at the rope holding him there and tried to untie it but she couldn't "Darn you hands! Work for me! I should have had you all along!" She then notice something on her left glove a button and she hit it with her pinkie finger and form her index finger a small spike came out.

She then gabbed the rope a few times getting it to brake and Kaine to fall over as she grabbed him and swung away.

On the outside of the pin she looked in to see the tigers waking up she then happily said, " Yes saved my uncles life! Now for this!" She then slapped Kaine and said, "WAKE UP SUPER VILLAIN TEMA UP! AND BEFORE YOU GET MAD ABOUT THIS I JUST SAVED YOU FORM BEING TIGER FOOD UNCLE!" She said while rapidly slapping her Uncle till his hand stopped her showing he was up!

Kaine got up and said, ".. I can't be mad it was life or death!" He then swung off to where he heard an explosion and as he swung in his foot hit the fake Goblin in the face knocking him out.

Kraven looked in shock and said, "that can't be! There is only two of you!" that is when Kraven's eyes widen as he spotted Spiderling swinging up as he growled, "ANOTHER SPIDER!"

A moment later a metal spider leg hit Kraven in the face knocking him out and Spider-man said, "yes she's my daughter The spectacular spiderling!" he said with pride in his voice.

May was making crying sounds, "Yay!"

Later on back home May had removed her mask but fallen asleep in her costume.

In her dream she woke up in her bed in the Ponyville orphanage crying as she though her finding her family was a dream but then it all fade and she could herself back in her human form in her costume and she turned to see princess Luna who was shocked, "It's a long story princess."

Luna cleared her throat and said, "well then do tell it! Everyone is worried about you…"

May then said, "May." Luna looked confused and she said, "Mayday parker that's my real name Princess! Come with me I'll shock you my memories! The ones I got back when I finally found my family."

the princess of the night then watched her birth the kidnapping and her uncles mad dash to try and save her to the reunion! To May being Spiderling.

Luna put a hoof to her mouth and said, "Oh my! So that is why you couldn't fly or get a cutie mark you where not a pony!" she said stunned as she watched the memories of Scootaloo watching the fantastic four on a report, "A world of super heroes and villains… Wait is that a super hero school."

May smiled and said, "yep I start going there next week."

Luna blinked and said, "then does that mean super villain schools are a thing here" May formerly Scootaloo nodded yes.

Luna gulped, She then saw a report on mutants and her eyes widen as the mutant was a living flaming skeleton, "THAT IS NOT RIGHT!"

May then point at her and said, "WOW! THAT'S RACIEST!"

Luna's eyes widen and she shock a hoof, "No no! not being born different or being a different race, just look at him his a skeleton how is he breathing! How is he seeing how Is he speaking! And he's on fire! How is he even holding that book with out it bursting into flames! HOW!?"

May crossed her arms and said, "that's like asking how Mettle sleeps with no Lids.. he's mad of pure metal!"

Luna blinked as she pictured a pony made of metal with no eye lids and shivered as she said, "Creepy creepy creepy!"

May then point again and yelled, "RACIEST!"

the princess of the night's eyes widen as she said, "No no no! I mean it looks creepy I meant no offense!"

A void then said "Sounds offensive to me!" that is when she turned to see spiderman climbing down a large web making the princess eyes widen.

Spiderman looked to Luna and said, "My spider sense picked up on this little thing involving my daughter and allowed me to swing over form my own dreams! Now what tell are you doing in my daughters head? And why am I hearing all this anti-mutant hate form you!"

Luna blinked and said, "I know this looks weird but I simple like to use my magic to chase away nightmares, her nightmare was finding you being a dream as I visited her once I could do it again across dimensions! Everyone was worried about her as she vanished a few weeks ago I had no way of knowing it! And there is not hate just shock on how are they alive I mean! Look at that guy he's skin is transparent wax!"

Spiderman crossed his arms, "And I'm one of his teachers so you just insult one of my students!" Luna bit her lip as her eyes widened.

May then side with her dad, "I know right! It's like she wants wolverine to attack her!"

Luna was crying as she said, "I DON'T MEAN IT LIKE THAT I SWEAR!" She said crying like a baby.

Spiderman then crossed his arms and said, "Grow up miss! Me telling a thousand-year-old lunar goddess to grow up that's weird even by my standards and no one noticed it when that supervillain stole my body! Not even the mind reader knew!"

Luna's eyes widen as she blinked and said, "you need better friends then!"

Spiderman crossed his arms as he said, "More like coworkers now! To be honest after two super human civil wars, evil splinter groups! And secret empire when captain America's copy lead hydra to near victory!"

Luan looked confused as Peter brought up his memories of hydra's origin making Luna's eyes widen at all the horrors as he said, "they are hate incarnate they kill all that don't fit there mold of a perfect world! There armor is endless! The ones who came closest to putting an end to them was my parents Spy Richard and Mary parker! But they were found out and Hydra!" he made a fist as the image of seeing the video of baron Zemo raising his sword to his parents played.

Luna gasped in horror at the memory as May looked sad at it and said, "Grandma Grandpa!"

Peter then brought up memories of Tesera, "It's also why my little sister and I only recently meet! She helped me saved the world but as we had to brake a few laws one of us had to face punishment she stepped up!" He sound sad and May hugged her dad's arm sadly.

Luna gasped as she saw More of spiderman's memories more suffering and depression yet he always got back up to save the day against evil! Despite screaming in suffering to himself, crying for his taken family fearing his daughter was dead, and then she saw the two times he didn't save the day, Gwen, and Uncle Ben.

Luna was in tears as she start to fade the father and daughter were waking up and she said, "To go through such horror and still put others before themselves, Spider-man Peter parker! You are a hero in it's purest form!" She was then gone.

As may woke up in her bed to see day light in her window crying as she looked at a spider on her window sill and she held out her hand letting it walk on to her hand as she said, "Hi little guy! I'm One of you! I'm May what's your name?"

Little did she know through the eyes of a spider someone was watching.

It was a women in a yellow body suit, black high heel boots, the body suit had a black spider on the front and black arm bands she had a black cape with a hood up hiding her face as she looked at May through the spider's eyes, "My granddaughter!"

To be continued.


	3. Chapter 3

May was in her costume in an avenger academy training room as she smirked on the roof looking down at her opponent Mettle as she smiled under her mask and fired a web line to zip line on to the metal skinned man's back as she said, "this beats Dodgeball!" she sound happy about it.

Mettle just fell over making May's spider sense go off as she tried to jump off by he grabbed her leg pulling her down as she said, Mistakes were made!" she was on top but in a moment Mettle rolled over so now the spiderling was pinned and struggling.

Bruce who was watching blue a whistle making Mettle get up, "Normally we would have a ten count but Spiderling doesn't have the strength to lift that much heavy metal, Mettle wins!"

the Spiderling got up and cracked her back as she said, "thank you healing factor!"

Later on in a back of a limbo on the way to a jet, Next to her was Peter and she sighed and said, "Ok dad what's with the jet limbo to the jet?"

Peter smiled and petted her head, "We're off to Chicago! As your mom won't return the calls we're going to have to go see her face to face at Tony's latest event! To show case his medical tech."

May blinked and before she could ask Peter smiled, "Your mom is his assistant!"

The little Spider then, blinked and said, "Is Mr. Ironman trying to marry my mom?" she sound stunned and her eye twitched at it. Her dream sense finding her family was her parents getting back together so they could be a family once more, and right now she was seeing Ironman as the biggest threat to that!

Soon they left the limbo to the jet and it took off.

May then sighed as she went to go get dressed for a fancy event. "I hate dresses!" Was all she said as she walked into the jet's changing room.

Later on at the Start industries event.

May sighed was she walked around in a blue dress, with a blue flower in her hair and blue sleeve like gloves and she said, " I hate this dad!" she said as she looked to peter in a blue suit and tie and he said, "Agreed! But we most!"

That is when May looked around and spotted Tony and the red hair with him and she happily jumped, "Spotted mom!"

Peter sighed he had a feeling he knew how this would go so he walked off as he spotted someone who seemed out place and made his spider sense tingle.

Elsewhere May finally made it to marry Jane and smiled and said, "Mom it's me May!"

Marry jane sighed as she looked at her, she knew this was her daughter after all she couldn't be a faker with the reports of Spiderling on the news, She had to be her's and Peters. She was smiling so bright but all she saw was the Spiderling.

Marry Jane then said, ".. May.. I'm sorry but like I told your father I can't do this!"

May's smile fade as she let out a stunned "What?"

Marry Jane sighed and said, "I told your father when we broke up it was only a matter of time till someone removed the mask and everyone he cared about was in danger I couldn't go through that! And I'm sorry but the same goes for you I'm sorry may I can't be around super heroes.. But if you give up the mask and move away form your.."

May whipped a tear form her eyes as she and cut her off, "No thanks Ms. Watson You made your choice clear. I want my family together but it's clear I have to choice one side or the other.. I choice the one that understands responsibility!" she then lifted her dress up a little so she won't trip over it while running away.

She Ran outside saw no one was around and wall crawled up to the roof of Stark towers to sit down head in her knees crying, "Thinking Tony was the problem! And it's you can't be around masked super heroes! As everyone knows Tony is ironman… Wait he doesn't have super powers so may be it's secret identity she can't be around but me because I have super powers!" She cried to herself as she said, "So much for being a family!" she said as she cried and whipped a tear form her eyes as she heard foot steps and turned to see her eye see a man ripping off suit to reveal the shocker Making her spidersense go off and it tingled.

Shocker laughed as he point one of his gauntlets at her and smirked, "the missing parker baby All by herself crying let me guess baby crying over mama not want to get back together with daddy? Doesn't matter kidnapping you will be all to easy now! Now come with shocker so I don't have to blast your head off! Don't' worry you'll be back with daddy when he pays me to hand you over!"

May was crying and backing up she wasn't in costume so couldn't openly use her powers that is when her spidersense showed her something and she ducked and a moment later Spider-man web swung in kicking Shocker in the back of the head as he yelled, "LEAVE HER ALONE!"

May then ran down the stairs and Spiderman growled at Shocker.

Shocker got up and said, "So protecting your bosses kid! Never though you would be the one to take a check for doing this! You have been slipping off that high horse of yours!" He then fired off a blast and Spiderman jumped and his spiderlegs popped out as he jumped as he fired a web line at the shocker's belt and ripped it off making the sound of wires snapping be heard!

Shocker then turned to Run as a web-line hit her back and Spiderman pulled him, "Had to use the old belt is a battery back model as you couldn't fix the newer ones! How bad for you! But how fun for me!" His fingers retractable clacks then popped, "May had been through enough! She had the face the hard fact her family can never be together! So she came up here to cry! And you try to kidnap her! You are the lowest of the low Shocker! … come to think of it I don't really know who's under that mask! Let's slash the cover off and find out shall we!"

Shocker gulped and said, "YOUR SUPPOSE TO BE THE GOOD GUY!" He said in horror.

Spider-man's eyes were glowing white as he heard a voice in his head screaming, the word prey, "No I'm the man who dreamed of being a spider!"

Meanwhile down stairs.

May was running but she looked down to see gun mean holding the party hostage while titanium man was battling Ironman outside.

May took a deep breath before she saw something on side of a wall in a web and removed it to open a backpack to reveal her costume and web shooters, "thank you dad! Ok Ironman has the super villain I'll handle the gunners!" She then ran up and into what looked like a bath room to change.

A little while later a Gun mean's gun was pulled out of his hand by a web line and they all looked up to see Spiderling who snapped it in half and said, "No one sing that song! Anyone sings it is getting a punch to the face!"

They then fired and May easily avoid by jumping down and spinning webs to pull herself out of the line of fire following her spidersense happily using the guns as anchor points for the webs so when she pulled the gun came to her allowing her to snap them in half before firing her next one!

Before long they where out of guns and Ironman came in having beat Titanium man and the gun men fell down hands in the air giving up.

That is when Mary walked up to Spiderling and said, "you did great your mother most be proud!" She said sounding sadly.

Spiderling then sadly said, "No Ms. Watson She isn't in fact she thinks I'm a freak like my father and Mr. Stark you have horrible taste!" She then fired a web line up above to zip line out of the room to upstairs were a tear could be seen staining her mask form the inside out.

Later on that night.

May was dreaming in her dream she was web swinging form new York building to new York building till she saw Luna in the air with Rainbow dash, who was just wide eyed.

May then sat on the side of a building, "Really doing this princess?"

Rainbow blinked and asked, "Scootaloo?"

May then sighed and said, "It's May."

At that point Rainbow dash heard a chuckle and turned to see Spiderman on the building across form them, "It's been a long day Ms. Luna Now is not the time for this!"

May then added, "And if we most Can we get uncle Kaine here or may be aunt Teresa? I mean you brought back up!"

Peter then reached in to what looked like a large glowing web and said, "Hold on! Come on brother were are you.. there he is!" he then pulled it out and Kaine fell out in his costume and land on a building panting before he looked at the stunned Pegasus and Alicorn, "this dream is getting weird!"

Peter sighed and face palmed, "that's because we are all sharing one dream thanks to the one with the horn!"

Kaine then asked, "Ok then who's head are we all in then? Because if it's mine I'll ask you to wipe your hooves before trotting around in it!"

Rainbow dash was lost and point at him with a hoof, "I'm sorry but please tell me what's wrong with him?"

Kaine removed his mask and Rainbow's eyes widen as he said, "Me and peter's brother Ben did this to my face! I KNOW HE WAS THE EVIL ONE! I KNEW IT!" he yelled before putting it back on.

Peter then said, "let's see tried to kill and replace me! When he lost he almost start a zombie apocalypse yep he's the evil one!"

Rainbow dash then whispered to Luna and said, "all that true?"

Luna nodded and added, "it's why I call them heroes in there purest as no matter what target befalls them they remain a force for good"

May then sighed and said, "And I'm official a spider then after today…"

Rainbow's eyes widen and she asked, "WHAT HAPPENED!"

Peter sighed and said, "her mother my Ex-wife happened!"

Elsewhere

discord was watching the human's world on what looked like a Tv "oh my such chaotic creatures you humans of the super hero world I wonder if say a few where to come here as ponies with there super powers.. why yes that'll work I'll start with Wolverine and that son and daughter of his! That'll be good for some laughs.

to be continued.


	4. Chapter 4

In Equestria Fluttershy was walking in the everfree forest, "the world of super heroes and super villains sounds so scary!" She said before she came to see Timberwolves around a tan furred black mane and tailed Stallion.

The stallion's mane was styled like horns he had a white shirt and brown jacket under it, dog tags around his neck and an ex cutie mark he roared as Fluttershy's eyes widen as the earth pony charged in Claws three of them bursting form his front hooves making her eyes widen as they seemed to be covered in his blood!

He roared and slashed the timber woof slashing it's leg into three parts making it fall over as he slashed it's head and growled, "NOW YOU LISTEN HERE! I AM LOST GOT TURNED INTO A HORSE AND I'VE BEEN TRYING TO FIND MY KIDS WHO'S SCENT I'VE BEEN FOLLOWING! NOW BE LIKE THE OTHER MONSTERS AND ME SMART ENOUGH TO LEAVE THE WOLVERINE ALONE!" he yelled as he slashed the Timebrwolf to shreds.

Only for it to pull it's self-back together and ran in terror.

Fluttershy's eyes widen as she backed away and said to herself, "Didn't Luna mention a human hero called Wolverine that Mr. Peter teamed up with!" At that point Logan turned to see her and retracted his claws and walked over to the nervous Fluttershy.

The X-men turned pony asked, "I'm Sorry but did you mention Peter parker as in spiderman!?"

Fluttershy gulped and said, "yeah it's a long story mr. wolverine!"

wolverine smirked and said, "I got nothing but time!" Fluttershy gulped as she start to explain.

Meanwhile In now a young colt with blue fur and a bright red mane and tail was trotting around looking at his hoofs funny before he looked at the x- mark on his backside, "today is a weird day!" He then sniffed around like an animal getting funny looks till be came up to a pony and ask, "Miss why do you smell like a bug?"

the stunned mare looked at him as a flame appear revealing her as a Queen Chrysalis who tried to take off but The little guy jumped on it's back and claws popped out dicking into the exoskeleton making him hang on as she flow around trying to shake the little "WHAT KIND OF LITTLE MONSTER PONY HAS CLAWS!" She said wide eyed!

The little Guy was just screaming with joy as he said, " I'm not a monster I'm a mutant! And my name is Raze! So you shapeshift is that normal for your kind or you a mutant too?"

The Changeling Queen was trying to shake him off, "AS IF A PONY COULD SHAPE SHIFT!" Razen then smiled and made his earth pony body grow wings as he said, "I just did!"

the Queen blinked and yelled, "GET THIS LITTLE FREAK OF NATURE OFF OF ME!" As she fly around people running in panic as she dove down back first to smash him on the ground and she sighed happily till she felt the claw's move making her jump up revealing he was just fine.

Raze giggled and said, "Nice try but I can rearrange my insides so that does work!" he then moved his hoof to her ear and her eyes widen as she heard a heart beat and she turned her head around at to what a pony would be an unnatural angle in shock.

the bug lady then said, "Ok… you are a better shapeshifter then me!" She then struggled to get it out that is when Raze saw a want poster with her picture, "Ok you're a bad guy! Ok then!" his tail then stretched and wrapped around her wings tying them before wrapping around her legs making her fall and stand still as Raze said, "bad guy and a shapeshifter you are just like my mommy! … I hate my mommy so much!" he said bring his claws out and putting them in front of the wide eyed changeling eye.

Raze said, "My dad is a super hero, and my mom is a the super villain that used her shapeshifting to trick him! And I got both there powers!" he said with a smirk.

the Former queen yelled, "HELP HELP ROYAL GUARD TAKE ME AWAY! SEND ME TO TARTARUS JUST GET THIS LITTLE MONSTER OFF OF ME! HELP HELP! HELP! SUPER POWERED COLT WITH MOTHER ISSUES HELP HELP! SAVE ME FORM THIS FREAK!" That is when she heard another set of claws pop and she turned to hear growling to see Wolverine with Fluttershy by his side.

the Changeling gulped as she said, "… you daddy then?" Logan nodded.. and she cried," you are going to beat me up like your son did because I called him a freak aren't you!" Logon cracked his neck and nodded.

the former queen teared up, "HELP HELP! SUPER POWERED SON AND FATHER ARE GOING TO BEAT THE CRAP OUT OF ME HELP HELP!" she sound scared, "SCARY MUTANTS!"

Raze and Logan growled in rage at that comment and Fluttershy nervously said, " That's offensive mr.s Ex queen!"

the only evil changeling left cried more, "I WANT MY MOMMY!"

Later on in the Dream land Spiderman was holding back a laugh as he saw the Pony Logan who was growling.

Logan growled, "DON'T YOU DARE PETER!"

May then popped down on a web line, "How come they get to keep their powers and were is x-23 she is missing too!"

Raze then pronked into area as a kid he didn't truly understand all that was happening, "we don't know we smell her around and are looking for her but I think we're just circling eachother!"

Peter then point to his head," I'll have Jean use a mind scan to prove this to the other x-men."

Wolverine then popped his claws and tackled him, "NO YOU WON'T! I WON'T BE LAUGHTED OUT BUGMAN!"

Fluttershy looked at the seemingly happy normal Raze who had brought a former big bad evil queen to tears with fear hop around dream as she said, ".. Cute but scary when angry!"

Twilight then showed up in the shared dream and said, "And fascinating! I want to know all I can!" At that point May pulled the princess of friendship aside.

May then said, "I hate to say this but you've been human more than me so thoughts on eat!"

Twilight with out a second said, "being able to eat it is why I keep going back through try bacon May! Try it!" she said quickly before going to rejoin the conversation with that others leaving May just stunned, "… well earth animals are mostly mindless.." she seemed just stunned.

The next day in Ponyville, Raze was trotting around ponies moving out of his way as he sniffed around as he said, "Come on big sis I know your somewhere here!" Unknown to him four fillies going by Applebloom Sweete belle, Diamond tiara and silver spoon where watching him following.

Applebloom said, "Ah's don't think he can lead us to Scootaloo guys! He change shape and slash things! Not portal maker!"

Raze's ear twitched and said, "MY OTHER BROTHER ON MY MOTHER'S SIDE IS THE PORTAL MAKER!" the four then jumped in shock as he trotted off.

he soon trotted in to Everfree following the scent where he saw Fluttershy scaring a manticore with a stare impressing his dad he quickly changed his scent to watch as he whispered, "come on dad she can scare monsters with a look she talks to animals! She's one of us! Come on make a move already!"

Wolverine chuckled and said, "Impressive power Fluttershy!" Fluttershy looked lost and he said, "Your kind are suppose to fly and control weather, right?" she nodded and wolverine then said, "Now can that explain the animal communication ability of yours?"

Raze sighed as Fluttershy nodded yes as he whispered, "Really going through this the long way?"

Logan sighed and said, "Now that stare of yours is that normal?"

the element of Kindness rubbed her chin with a hoof, "well uniform spells can do it… but I'm not a unicorn or alicorn so …no so it's odd..strange… maybe even unnatural …. Like…" Wolverine popped his claws and she said, " that!...I'm a mutant aren't I?" She said sound kind of confused.

Logan moved over to her as he said, "you seem like one to me!"

Raze rolled his eyes and said, "come on dad I want a good mom!" he then sniffed and trotted off following the scent as he said, " Now you take your time! Really cool dad real cool!" he then came to a tree with two slash marks and smiled, "Big sis was here! That's her claw trail!" he said happily jumping for boy before making himself grow wings and fly up for a better look.

He then smiled as he saw prints with two claws in the front and one behind and he flow down and followed them as he said, "And found her prints!

Little did he know up ahead a mare who looked like she should be a model by equestrian standards in a black shirt, black hoofless sleeve like socks black boats on her back legs, with ran fur black long flowing mane and tail and bright brown eyes.

She was growling as she popped her two front leg claws and her back leg claw as she charged in at a hydra only for a red tail to wrap around there heads pulling them together making them hit and he pass out.

She blinked before Raze ran out and tackled her, "Big sis Laura!" He then tackled her to the ground happy to see his big sister.

Meanwhile at Twilight's Castle.

Fluttershy was nervous as she watched Twilight look into a microscope,"Ok we are matching your DNA up to Wolverine's and yep there it is! A common trait! And it's the x-gene as peter showed me! Your stare and power to talk to animals are mutant powers Fluttershy you are Equestria's first documented Mutant!" she said happily as she hugged her friend and said, "you are the start of Equestria becoming a world of superheroes and super villains like in the comics!"

While the princess of friendship seemed excited about confirming Fluttershy as a mutant Fluttershy herself looked scared it may have been a day but as she let Wolverine and family stay at her place she saw the looks and fear that normal ponies gave them now they would be on her! She shivered at the thought, as she in panic ran off leaving Twilight confused as she ran home.

She closed the door and panted and saw Wolverine laying on her couch, "Let me guess test said yes?"

Fluttershy nodded yes as she walked over to him and said, "yeah how do you deal with it the stares the looks the fear despite all the times you save Everypony how do you handle this!?" she said panic.

the x-men got up and looked at her getting close enough to make her blush, "Simple I don't care what others think of me! They'll either be my friend and like me or hate me! And my powers are mine I use them as I want! I stop the super villains because I hate evil not to save them or get them to like me I do it because it's right!"

Fluttershy though about it he was clearly making it simple for her and she understood it Twilight didn't seem scared of her, and her friends probably won't be either but now she was faced to face with a handsome strong stallion in her house in a moment her wings popped up as she tackled him and kissed him.

The next day.

The other elements were at her door twilight said, "I don't get why she seemed so freaked out about it?" She seemed lost.

applejack, "you clearly weren't paying attention to the dislike and fear both here and seen in peter's memories, she got scared of us turning our backs on her witch isn't going to happen."

Rainbow dash was in the air, "yeah if I found out I test positive for having super powers I would be screaming it at the top of my lungs about being literal super awesome!"

Pinkie pie was holding a cake with an x one it, "is the cake to much?"

Rarity shrugged as she said, "I don't know…" She said as she held out a black body suit with a pink boats and a pink x in a circle on the back end as she said, ".. I hope she likes the super suit as a gift.. wait is this to much?"

they all shrugged as they opened the door and gasped to see Wolverine sleeping on top of a smiling Fluttershy on the living room floor and they closed it.

Twilight gasped, "… does this mean we have a super hero couple!?" She asked stunned.

Meanwhile a world away in new York.

May was walking home eating a hot dog clearly enjoying it as she looked at what appeared to be green lizard tail, and she saw it heading into the sewer she blinked and said, "It's probably one of the Conner's May …." She then sighed, "At least they are together!"

To be continued.

Pinkie pie then showed up, "Next time May meets the little lizard!"


	5. Chapter 5

The next day.

May was walking home from school when she went in to an alley to hide as she looked at a watch and said, "well let's try out dad's auto costume!" she then hit a button on the watch making her uniform change shape to become a blue body suit with a red spider on the chest, a web gliding cape on the back, three red rings around the built in boats and gloves, red sole of the boats, red fingers, and a red mask with yellow lens.

She then shot a web line as she jumped and web swung as she smiled and said, "Nanotech is awesome! Auto costume with built in web hooters and wireless internet and scanners Dad you are the best!"

She cheered happily as she land on side of a wall and notice something o na roof and web swung closer to see a boy her age that was a reptile green scale skin claws long tail lizard mouth dressed in grey shorts white shirt and a blue jacket.

May moved closer and said, "Oh you are Billy Connor!"

Billy turned and said, "Don't mock me with your secret identity Spiderling you get to go to school the park have friends live a normal life while I am stuck in the sewer and this mutation while curable is the only thing keeping me alive."

the Spiderling said, "Me mocking you! Your mother loves you! Your family is together I would kill to be able to spend one day with my family together!" She said pointing to her heart as she said, "My mom called me and dad freaks and cut ties. I have no mother! And she told this to me my face! You may not be able to have friends but you have something better a mother!"

Billy rolled his lizard eyes and got up close and said, "Pleassse I would trade my family away for one normal day!"

May growled and yelled out, "YOU INGRATE! I WOULD GROW SPIDER LEGS IF IT MEANT KNOWING WHAT IT WAS LIKE TO HAVE A MOTHER WHO LOVES ME FOR ONE DAY!"

the two just kept screaming at eachother how they wished they had what the other had over and over in a crazy loop, that end when Billy Pushed her!

May fired a web line to catch herself and zip lined towards the bill board behind him as she held out her left wrist and called out, "Web bullets!" as she fired off the bullets at the Lizard making him jump around as she said, "Did your dad ever tell you not to hit girls!" She sounded angry.

Billy growled as he grabbed and ripped off a piece of side railing and hit the web balls back like baseballs as he said, " I was taught to treat everyone the same! Regardless of any differences, if the world ran on that I would be in the park playing baseball right now!"

May jumped and called out, "Web lines!" before firing off a web line and zipping to his side as she said, "dude you just used a stick to hit my web balls out of here that is kind of baseball!"

the Lizard rolled his eyes and tried to hit her only for her to back flip away as she mockingly said, "Can't catch me!"

The Lizard throw his make shift bat away and Charged after her trying to catch her but May giggled while avoiding him and she tapped his forehead with her right index finger, "Tag your it scales!" She then web swung away as Billy growled and jumped form roof top to roof that chasing her.

May giggled as the she land on side of a building and the lizard like wise did and grabbed her leg with his tail and she said, "Well Guess I'm it now." She then fired webbing in his face making hi growl and pull it off as she web swung off happily.

Billy continued to chase as he notice they were on the parker industry building.

Spiderling smiled and said, "you complain about having no friends but we just played baseball tag and now follow the leader. You said you had no friends to play with making you feel alone but That is clearly not the base now!" she said happily

Billy blinked and though about as May opened a panel on the roof and said, "come on come in! I've hadn't had a friend over before!"

Billy blinked before following her, inside the building.

Meanwhile

Peter was on side of a wall talking to Jean as he said, "And I know it's weird but true Jean!" he said.

Jean rubbed her head and said, "We won't tell gambit about this he would enjoy it to much!" she said as Spiderman hopped down and walked along and said, "So how is honey badger taking it?"

the Marvel girl shrugged as she said, "As well as a little lady wolverine can!"

Spiderman then saw claw marks and said, "So hyper as hell slashing everything in sight?" Jean nodded.

Spiderman then came to a window and opened it and said, "Well I'm off!" he then web swung off heading for home!

As he made it to parker industry he said, "I'm a little late hope May made it home ok!" he then walked in through a panel and as he removed his mask he walked into his living room to see May in her school uniform sitting on the floor playing a video game with Billy Connor.

Peter blinked before shrugging it off and walking off saying, "I'll go tell Curt were he is!" he then put on a mask and he walked past Kaine and said, " billy Connors is here May made friends with him now I'm off to tell curt where he is!"

Peter then walked out into the streets and used his spider legs to lift a manhole cover and he jumped down as he used the legs to close it behind him.

Later on in the sewer.

Spiderman was on the roof upside down talking to the Lizard, "so looks like May found Billy and became friends with him!"

Curt then spoke up sounding happily, "If I had lips to smile I would! I am happy my son is safe and has found a friend, It was a hard choice to use the lizard serum! They where dying slowly becoming zombies thanks to Ben's horrible resurrection tech! I didn't want to lose my family all over again I am sure you can relate?"

Spiderman's lens morphed to mimic a raise eye brow, "What about my cure signal it worked on my brother Kaine and a few of the other clones!"

the lizard sighed, "you clearly haven't kept taps, Kaine was cured of his I am decaying a life problem multiple time your cure only worked perfectly on him, and Ben! The rest all had other flaws programmed into there DNA to make them different or more damaged, Ben was ready to kill the world just to force you to save him, just him!"

Peter's lens' widen to mimic wide eyes, "THAT BASTARD!"

A few days later.

May and Peter were getting in a limo.

May sighed as she adjusted her school uniform tie, "I had this! It's not a mandate we even have to go to the family day event!"

Peter sighed, his sister in jail, May's mother not wanting to be part of there family anymore, and with Kaine being a clone he was the only one who could be there he understood perfectly why she didn't want to go.

That is when Peter looked to the drive and his eyes widen, "He has a shield badge!" in a moment the windows were covered by metal as May's eyes widen as the Car took off into the air and peter said, "Hold on May Shield wants something from us and instead of calling us they are kidnapping us in a flying car!"

May grabbed onto her dad freaked out as she said, "I … am…very conflicted by this dad!"

In a moment the car dropped them and Peter was in his costume and May's instant costume was triggered.

they then saw Nick fury and Peter said, "Nick Long time no see! I thought I was done with this when I graduated your little super hero school class along side White tiger ironfist and powerman! Oh I almost forgot bucket head what was his name… Nova!"

Nick rolled his eye as he said, "That's so funny I forgot to laugh! Now then putting aside your wit I bet you are wondering why I called you up!"

Peter had his spiderlegs out as he said, "And what if I say I don't care?"

Nick then got closer, "The fact it involves your parents last mission as agents of shield you will!"

May's lens widen as she gasped, "GRANDMA AND GRANDPA WERE SPIES!?"

To be continued.


	6. Chapter 6

Peter and May were in a shield briefing room as Nick Fury spoke up.

Nick showed them images of the savage's lands he could almost see sparkles form May's lens as she saw dinosaurs, "the savage land, a hidden tropical paradise hidden in Antarctica! All things we call extinct are alive and well here form our primitive ancestors and cousin races that didn't have what it took to survive our changing world. Protect as a wild life preserve hasn't stopped terrorist form using it as a hidden place for there work, After all what sane man would send an army into the land of dinosaurs cave men, and soul eating dinosaur people!"

May's lens morphed to mimic a raised eye brow as Peter said, "Technically Sauron is a Pteranodon human hybrid and Pteranodon are flying reptiles not dinosaurs."

Nick fury point at spiderman, "Stop correct my terminology nerd boy!... been so long sense I said that I almost missed it…Almost!"

He then spoke up and said, "Now as you know your parents were believed killed by the Red Skull in there base fire that happened while they tried to escape post loss of secret identities for there undercover mission to investigate hydra."

He then continued and said, "Well now thanks to some new old records found we know the two burnt bodies weren't your parents your parents were sent to a now abandoned hydra base in the savage lands, a base we just located."

Peter then cut him off, "So you want someone who has a danger sense to guide him to swing through a prehistoric jungle of death and doom go to an evil villains base were my parents were last reported and see if I can't find my own parents real corpses? You release how messed up that it is? I would say more but I don't want to say bad words in front of my daughter that's Kaine's job!"

Nick fury then crossed his arms behind his back and said, "Your sister Teresa parker would be so sad if you made her spent life in prison mostly because she could be out today!"

May looked confused but her Father leaped Pinning Fury by the neck to the wall as his spider legs were ready to strike at a second and Peter said, "Are you saying if I don't take this mission My sister is never getting out of jail? For the crime of stealing files form the government to save the planet form an alien invasion? But if I take this mission she will be set free!"

Nick smirked and calmly said, "your words. Not mine but what's it going to be it's your choice!"

Peter dropped him and turned, "there is no choice! Come on May we are going to the land of dinosaurs!"

May then happily said, "CAN I TAKE A CAMERA!"

Later on in the Savage Land Peter was swinging looking behind at Teresa flying with her falcon pack and May swinging behind her as she said, "remember May use that spider-sense to warn your aunt!"

May then happily tackled her aunt making her fall a bit right as a green feathered t-rex's jaw closed just missing both as she said, " On it dad! Don't worry Aunty I won't let a dinosaur eat you!"

Teresa looked and blinked as she flow off," I didn't think they were ambush predators!"

Peter was sitting on one's head webbing it's mouth clean, "It has large legs that would be powerful but no way to caught themselves if they tripped. With the fact we find them in groups they are not only ambush predators but pack hunters. The younger smaller ones who are in less harm of tripping would probably chase prey into the jaws of a waiting adult." He then hopped off the dinosaur as he said, "Point being look out for more big jaws and little fast runners trying to force you into said jaws!"

May was web swinging and did a flip off a T-rex nose as she said, "Then the movies got it wrong!"

Teresa was shooting a small t-rex with a gun making it run off, "No the movies came out before scientist put two and two together, and then it takes years for people to accept old information and ideas were wrong to accept the new ones, So they just didn't know back when those movies were made!"

May land on the side of a tree near her aunt and said, "Each generation gets smarter or stronger then the last a.k.a evolution got it!"

they then came to a run down hydra base in the side of a cliff and Peter said, "And we're here!" they all then landed.

Peter then used his spiderlegs to cut it off as he walked in his spider-sense not going off as they came to a room with lights on and a computer.

May point to the computer and said, "Let's just copy all the information in it and go! I highly doubt Grandma and grandpa could survive in this place let along with all the stuff outside."

Peter man then hooked his gauntlet to the machine and began downloading making the information play a video came up, " the spies Mary and Richard parker will be used in our super solider program witch is currently using spider DNA!"

Teresa's eyes widen as she looked at it and May and Peter's lens' moprhed to mimic it as they said, "SAY WHAT?"

The next video was showing a scientist standing in front of a cage holding what was clearly something like a giant the base was sounding an alarm, "the female she has escaped and taken back on her human form her bite is passing along the mutation!" then the cage behind him broke and he yelled as the video fizzed out.

That is when they heard something and they all turned, there was a large eight foot tall spider coming down the walls it's exoskeleton black, but instead of a spider head it had the torso and head of a human male it then looked up and there was now the four eyed face of Richard parker.

Peter backed away and in shock yelled out, "DAD!"

Teresa gasped and was shaking, "daddy?"

May's len's widen as she looked at the large spider monster her mask clearly getting wet form tears as she held out a hand and said, "grandpa!?"

the Arachnoid then tried to smash them under his front left spider leg making all the other parkers jump as Peter said, "No spidersense he's family all right! Wait" he then removed his mask and put a hand on his chest and said, "Dad it's me Peter! Your son!"

the Arachnoid held his head with his left hand and muttered, "pe..t..er.." his left eyes were crying as he charged trying to crush them again by leaping at them making them jump back, while Peter and may Jumped back.

Peter fired a web line pulling Teresa to his side to avoid it.

Teresa used a wing to cut the line as she flow up with her wing suit and looked her father right in the eye, "I know you recognized Peter now remember me Teresa your daughter! Your baby girl you had to give up thanks to this mission that did this to you!"

the Arachnoid yelled as he knocked her away with a spider leg making her crash as she cried, "Tere…sa…. Son…. Daughter…."

May was in tears as she made her instant costume's mask retrack as she shot a web line and flipped landing on his back and looking at him form behind his shoulder and said, "I know you don't know me grandpa but I'm Peter's daughter Mayday Parker Please your not a monster!" she then touched his head making her hands glow as his eye glow.

Teresa was confused and about to get up and flow to get may off But Peter stopped her with a spider leg he saw his father holding is head screaming, "Teresa this is spider totem stuff I do believe my daughter has found the totem she is connect to… The healer!"

May's eyes glow for a moment as her grandfather shock and soon knocked her off making her land on a wall.

the arachnoid looked at them all before turning to turn, "Do not look at me!"

May was about to give chase but Peter fired a web line pulling her to him as he said, "No May, Your grandfather has made a choice.. one that sadness us all but there is nothing we can do.. for now at least!" he said as he looked at his gauntlet, "we can study what hydra did to him find a cure and return him to normal! But for now let's leave him to hide…. Goodbye father.."

they all then turned to leave as Teresa looked back as she said, "Bye daddy."

May cried as her mask returned to normal and she sadly said, "nice to have meet you grandpa I love you!" she said sadly as Peter pulled her close as they swung off to the shield extract.

Later that night when the sun had set In the savage land a cave man was running form a raptor when a spider-leg hit the raptor knocking it away and the Arachnoid came into view and said, "As my children and grand child protect humans so shall the Arachnoid!"

Meanwhile On the plane back, to new York May in school uniform was sitting on a plan sad when her dad pulled out his phone and showed her something that made her smile.

she looked at it was a still image of her grandfather protecting the humans of the savage land form the animals and monsters she smiled at as she cried, "Looks like you're the savage spiderman grandpa!"

Teresa looked over the seat at it and said, "Guys you might want to look out the window at new York someone has been busy while you where away."

they then turned to see it covered in webs and giant humanoid spiders as Peter's eyes widen and said, "the spider island virus!" he then though about what he heard in the hydra the female's bite infected.. he gasped, "May I think we found your grandma and she is probably a super villain!"

In a moment they heard yelling as the other passenger started turning into human sized spiders and Teresa screamed as she held out her hand and fired a web line to her shock and Peter put on his spider back making his suit appear as May turned on her instant costume.

Peter then said, "Sense you share DNA it's acting slower in you Sis so looks like your about to get a crash course in spidering!" the plane landed as he slashed the wall out so he May and Teresa could run or web swing for it as the spiders charged at them!

To be continued.


	7. spidermadness

In the now web covered New York the three spider were web swinging bipedal spiders behind them till a large hand knocked them down making them land on the side of a building.

and there was giant man his head now a spider's head and Peter said, "Hank buddy! Spiders are suppose to be small, but then again I guess you moved up the food chain!"

Hank then growled as he said, "by order of the Queen we are to capture you prince Peter! Avengers Assemble!"

A moment later a six armed hulk jumped in roaring grabbing Teresa as she kicked and screamed as she said, "PUT ME DOWN HANDYMAN!"

May was jumping to avoid the spider headed and six armed iron fist chi powered fist as she said, "Come on man you went to super hero school with my dad!"

iron fist then bowed and said, "This is true so it pains me but the Queen's order are orders little princess!"

Peter then jumped to avoid repulsor fire form the helmet and spider headed ironman! Before firing a web line to flip over into the air only for Giant man to hit him and knock him to the ground as he said, "Fuck it! Your using your spider sense to hide form my and my families! Speaking of witch! WHAT DID YOU DO WITH KAINE AND MY AUNT?"

Tony then said, "your aunt went on vacation before anything happens so nothing there, as for Kaine we are still looking for him after he broke all eight of cap's legs and jumped down that manhole into the sewer!"

In that moment Ava the White tiger appeared mask off showing she was now a fully furred tiger lady like tigra she tackled Ironfist and slashed his back making him fall as she said, " you should be ashamed of yourself attacking a child!"

Iron Fist got up and turned to punch, "I'm just following the order of bring her to her grandma! And your one to talk you are jealous she isn't your daughter!"

Spiderman's left lens morphed a raised eye brow as he avoid giant man's grab and said, "I'm sorry say what?"

In a moment Spider women dropped down and held her hand out at the hulk making him drop Teresa as she said, "you want to do the thing I can't hold him off with my pheromones for ever!"

In a moment Kaine jumped down and inject the hulk with something as he said, "Welcome back big guy!" he then jumped off as the Hulks four extra arms vanished and he turned into a bipedal lizard.

Hulk then banged his chest and jumped and tackled giant man, "HOW DARE YOU CONTROL HULK!"

Teresa then jumped and fired a web pulling ironman down as he said, "I get it give them something easer to cure later to bring them back to there sense do it for tony!"

Ironman hit the ground and held his gauntlets out at Kaine and Teresa as he said, "Come quietly!" A moment later The lizard jumped out and fired a tranquilizer gun at Tony's head and when the dart hit.

Ironman screamed as his spider head became a green scaled version of his human one and his helmet formed around him again as he yelled out, " Ironman is back! Sorry parkers your mom is a bitch!" he said as he turned and fired on ironfist hitting him in the chest knocking him out.

At that point power man came out holding an injector and inject ironfist as he said, "Got you buddy!"

In a moment ironfist's extra arms vanished as his hands became lizard claws he grow a lizard tail and his head lizard like.

Ironfist got up holding his head as he looked to Peter and said, "sorry my friend! I was not my self when I attacked your daughter!"

In a moment Peter jumped off the side of a building and said, "I'll kick your ass later! Right now we need to worry about giant man!"

Billy Connor then jumped down on the downed by the hulk giant and fired his own dart gun sending an injector into the giant's head making the spider head become a lizard head.

Giant man gentle picked up the hulk and Billy and set them down as he got up and said, "and I'm back to guys!

In a moment the lizard head form of Captain marvel was landing on her back Martha Connor as she landed and watched the Connor's family hug she said, "Ok She got me back!"

Spiderman then looked around as more people turned into man-spiders came at them as he got ready and said, "Ok then Everyone doesn't matter if you were one before your all now Avengers so Assemble and get ready! Remember they have no control over themselves! So just restrain or knock out as harmlessly as possible!"

Ironman smiled as he held out his fist making two thing pop out of his gauntlet, "I have tranquiller build in just for this cases!" he then fired on them knocking out a few with the darts.

The Hulk hit the ground making it rock sending man spiders flying where they hit the ground of building and where knocked out, "they live!"

Giant man laughed as he got down and flicked them away as he watched them land and pass out he smiled and said, "Great minds think alike hulk!"

Spiderwomen fired off poison blast that made them fall over to the ground knocked out as she said, "Let's see silk do that!"

Ironfist made his arm glow as he hit the spiders and said, "remember if you get bitten you go back to being a spider!"

Power man laughed as he pulled off his gain belt and swung it like a whip to knock out some spiders by hitting them in the head as he said, "you can't brake my spin!"

Ava was running around jumping and landing on them to knock them out rapidly as Peter fired off his gauntlet's flame throwers as he said, "So what's this about you having a crush one me? Come on admit it before captain marvel does!"

Captain marvel sighed as she flow around firing energy blast just close enough to the spiders to stun them as she said, "And how did he figure it out!?"

May was happily flipping to avoid the infect people as she said, "My list of potential new moms is longer then I thought, But I would like my new mom to have spider powers so we can keep being the spider family!"

Spider women laughed as she said, "after the bad brake up me and your dad had no way!"

Kaine was punching the manspider in the head as he yelled, "THAT WAS YOUR FAULT AS YOU WHERE THE CHEATER LADY!"

Teresa smiled as she pulled a web line making a net of webs come up and capture a few manspiders as she said, "I've got it! I've got it!" She said happily.

the Lizard and his family where just shooting there dart guns turning the spiders into lizards who then got up and turned on their former allies.

doctor Connor then yelled out, "I'll hand out the make antidote when the day is saved! Till then use those lizard powers to help out! WE ARE ALL THE AVENGERS THIS NIGHT! DOWN WITH THE SPIDER QUEEN!"

Billy smiled as he stood back to back with May shooting his dart gun as he said, "Your grandma is bad lady!"

May nodded as she said, "impact webs!" She then fired off web balls that explode cocooning the spiders she hit as she added, "Big time! I like grandpa better way before she did this!"

At that point silk's voice came over Kaine's wrist as she said, "Me, Ultimate and 2099 have cleared a path to the tower the queen is in run handle the fakes for the other spiders!"

At that moment The spider-girl and Spider-Gwen came down making the spiders chase after them.

Spider girl web swung as she said, "We have a chemical that attracts them on us! Go Avengers stop the spider queen We got this!"

Spider-gwen web swung as she said, "And don't you die like the Peter I knew spiderman!"

Peter sighed and said, "right back at you!" he then web swung as he and the Avengers moved on towards the tallest web covered building they could see witch was the layer of the spiderqueen.

elsewhere in a chemical store Norman who now had six arms four of witch were popping out of the rip sides of his straitjacket, "I don't know what was better this virus fixing my mind or the fact I'm still too insane to be controlled!"

Norman laughed as he mixed the chemical then drank it and laughed as his extra arms vanished and his skin turned green and his ears pointed and he laughed insanely, "AND NOW WITH MY MIND MY OWN AND POWER RESTORED THE GREEN GOBLIN HAS RETURNED ALL THANKS TO SPIDERMOTHER!" he then laughed insanely with joy!

The Goblin then walked out happily dancing around in the chaos and fear as he said, "I'M BACK NEW YORK! THE GOBLIN RETURNS!"

the Green Goblin continued to dance and laugh around happily he was returned cured of his belief he was someone else by the mother of is archenemy, the chaos she made allowing him to turn himself back into a goblin!

he was back and he was happy!

to be continued.


	8. Chapter 8

While fighting their way through the horde, White tiger looked to Ironfist, Power man and Spiderman, "If Nova wasn't with the guardians right now then this would be one hell of a reunion!"

Spiderman held out his wrist gauntlets and fired off a stream of flames lighting some of the infected webs on fire making them scream and ran to find something to put themselves out, "Yeah but Friendly is off the Table for me!"

May jumped over a giant spider as she said, " because no one could tell a super villain had body jacked my dad! Not even uncle Kaine!" She seemed mad! As she ducked before holding her head and seeing an image of just her Peter, Kaine and Teresa entering spider-queen's lair.

she shook her head off and yelled out, "Dad My progressive spider sense just triggered! It as to be us that makes it to the Queen's hide out!" In a moment the Infect part making a path for the spider-family.

Hulk was smashing the ground knocking infect away as he said, "Hulk say real spiders go! Head bad bug lady! So we no have to smash people forced to be evil!"

Giant man was large using his size to knock the spider's away as he said, "… I have to agree with the hulk on this one guys!"

Captain marvel fired energy blasts form her hands as she said, " yeah, big green makes a good point!"

Hulk smiled as he hit the ground and said, "Hulk not just strongest there is! Hulk Also biggest heart there is!"

Ironman was firing off energy blast form his gloves as he looked to Spiderman and said, "Well I think technically giantman's heart is bigger right now but we get the point Hulk! Go get the bitch spiders!"

In a moment Kaine Peter, May and Teresa web swung away, Up to the building where two spiders were weighting and parted as they walked in to see Spider-queen on a throne in her costume.

Peter made a fist and said, "Take off the mask and hood I know it's you mother!"

the Queen lowered her hood and removed her mask showing Mary Parker looking much like she did before she went missing only difference was her longer hair, "At least My baby boy returns!" she reached out only for Peter to move out of the way.

Teresa made a fist and said, "I want to live my life thinking my mother was like me a hero.. Now I have to live knowing other wise!"

Mary growled but May said, "Aunt it's not her fault you saw the Hydra log they tortured her! Experimented on her! She's not right in the head Grandma just needs help!" she said.

the queen smiled at her granddaughter, "Close my dear granddaughter, Also Kaine feel free to call me mom your just as much my son as Peter after all. But As I was saying I'm not the one who needs help here the rest of the world does! I've seen how they belittle and insult you after all you've done for them! They need a lesson on not biting the hand that protects them!"

Peter then crossed his arms and used a spider leg to push May back, "I'm not liking were this is Going!"

Mary sat back down on her throne, "you should! Look around this city now knows what it's like to be you! Your powers! Your fear of becoming a monster! The hate the insults! The shame of having to hide your face so others don't see a monster! I hear their thoughts I hear them screaming for the heroes they once mocked to save them! To set them free! Begging for a hero like they should have been all along!"

Kaine then backed up a bit and whispered to Peter, "I think I know where me and Ben's crazy comes form!" Peter nodded.

Teresa point at her and said, "Lady Words can't explain how messed up that is!"

May nodded and backed up and inch and said, "Grandma you really need help! How is being a super villain teaching people they need to respect heroes?"

Mary got up and sighed, "Your so young and naïve! There are no heroes with out Villains and people fear the hero becoming the new villain, no matter how many lives they save! The fear of what if he becomes evil still haunted. This way they are all suffering so much they won't worry about if they become evil they'll be to grateful to be saved!?"

Peter got into a fighting stance as he said, "I've heard enough Spider-queen! Stand down!" he said like he was threating her to surrender."

Spiderqueen snapped her fingers making those infect crawl in and stand before her as she said, "Please We both know you don't have it in you to attack innocent sure you scared them with fire but you won't directly attack them!"

Kaine then charged in grabbing two by the face making them hiss in pain as he burned them as he said, "NO BUT I FUCKING CAN!" He then jumped back and Flipped over one of another infect were he land on it's back.

He made his stinkers pop as he stabbed him In both shoulders making the humanoid spider hiss in pain " I'm the antihero hero!"

Peter then point his gauntlets at spiderQueen taking aim as the Queen laughed, "please you can't hurt your own mother!"

May then sighed sadly as she said, "… I hate to say it but I'm pretty sure Grandma is gone for good." In a moment Spiderman fired his wrist mounted flamethrowers at Queen setting her on fire as she screamed.

In a moment queen screamed and it's forced knocked everyone back and out the windows.

May shot a line and pulled herself to the building side, as she saw her aunt Teresa

She Spot Kaine sliding down the side using his claws to hold slow himself down till he stopped by them and he asked, "This just got worst didn't that?"

In a moment A large spider burst through the roof and it roared and spoke in Mary's voice, "HOW DEAR YOU ATTACK YOUR MOTHER YOUNG MAN!"

Spiderman was swing form a web to land beside his family as he said, "My mother died for her country! She didn't become a super villain!"

the Spider then looked down and roared letting out that sonic scream making the spider family jump and land on another building.

the queen then spoke, "In time my Venom will affect you all! All make you act right and this city love you like they should!" she spoke insanely as her body weight made the building fall making her jump down and land on the ground forming eight impact creators in the street one for each leg.

May held her head as she saw something an image of her dad's spider leg hitting the underside of the spider and she shock her head and said, "her underbelly!" she said as she fired a web line and zipped over to her dad landing on his back and whispering something before flipping off.

Peter nodded as he said, "Teresa, scarlet spider keep her busy Spiderling has a plan!

Teresa flipped over and fired off a web line of the two front right legs webbing them together with a pull making Spiderqueen tilt as she said, "this is not how I want to meet you mommy!"

Kaine land on her head and stuck his stingers into the roof making her scream as she said, "I blamed my self for my old inanity now I know it's just genetic so thanks for making me feel so much better about myself Mom!" he said sounding kind of sad!"

Spiderling called out, "impact!" As she fired off web that hit her grandmother's mouth webbing it shut as he sadly said, "Grandma's are suppose to bake cookies and tell stories form there youth not turn the world into spider to force them to love there family!"

In a moment Spiderman zipped on a web line to the underside of the large spider and in a moment his fore spider legs struck the area here the Queen's legs all connect to her body and he sighed as he heard the scream of pain and he pulled out an injector as he said, "I'm Sorry mom! I do this out of love!" he then throw the Injector into the opening in her exoskeleton, He then jumped back as did his whole family.

they then stood together as steam came form the joins of the Exoskeleton as the queen yelled, "My control over the drones are fading and the pain what have you done to me?"

Peter sighed and said, "Connor gave me an injector full of lizard serum, I hide it in my spider pack and hit you with it! Your spider DNA is being over ridden! The spider queen is done!" He then turned around and web swung away with his family behind him!

In a moment the Exoskeleton fell apart reveal spider queen her skin now scale green as she growled out, "How could you!" she cried.

Ten hours later.

Teresa was on the roof of parker industry as she yelled, "HOW DO I GET DOWN!"

Peter had his spiderman mask, "I would ask how the cure allowed you to keep your spider powers but I don't care just relax and release!"

She then fell down landing on her face and she groaned, "How do you all live like this!"

May was sitting down watching the Tv when the news came on.

Mayor Wilson fist got up and said, "yes My people I know our City has been saved by the Avengers but as it was Spiderman who set you all free form mind control by taking down the spiderqueen who so claims to be his mother I believe this victory is duo only to spiderman's leadership. Now to address the mad women's claim to being spiderman's mother so is insane we must not believe her words, but even if they are true, To know such a heroes came form a villain makes them all the more noble! So Thank you spiderman! Thank you! Thank your good brother! And thank your daughter who you are so nobly teaching how to be a hero! As a man who lost his family I have the up most respect for you!"

May then turned off the Tv as she rolled her eyes, " He just won't stop tell every other super hero hates us will he?" she crossed her arms.

Kaine walked in in a blue hoodie and blue jeans and cowboy boots as she said, "Big time!"

Peter then heard his phone ring as he picked it up and said, " that's out it's the we found out someone you cared for is a skrull agency!" he answered it and nodded along and said, "I see… thanks for the update!" he then hung it up.

May looked confused while Kaine looked worried.

Teresa was holding her brothers old red and blue spiderman suit, "I'm thinking Spinneret! And May Skrulls are alien shape shifters, they use a magic tech ritual to copy powers and memories to replace people either to invade or for fun… they revert to normal when they die so someone died and it turned out they had been replaced by an alien shape shifter who was pretending to be someone your dad knew!"

May's eyes widen as she looked to her dad and Peter said, "It was Mary Jane!" he got down and looked at May who was gasping and tearing up, "We don't know how long she was replaced.."

May hugged her dad, "So the lady who called me a freak may not have been my mommy and my mom may still love me!" she sound happy as she hugged her dad and cried happily, "My mommy could still love me! We just have to find her first."

Kaine rolled his eyes, "well summon starts next week So I know where this is going! I'll go pack for Globe traveling following Skrull reports!"

Teresa smiled, "I'm going to go bleach this costume to get it white and pink, then I'll be ready!"

May smiled happily and hugged her dad tightly and said, "Let's go find mom!"

Meanwhile in Equestria Discord was crying as he said, "I set Fluttershy up with a super hero single father!"

Luna found him as he was in the royal garden, " you did this!" She showed him a news paper that had Celestia killing a male Alicorn with scale like skin instead of fur and an Ethereal mane and tail his wings also glow, "You set my Sister up with the x-men Legion!"

Discord rolled her eyes and said, "Well he did brake Grogar like he was nothing with all that power now under his control, if you also want to know the rumors of Love tab's son button mash being a manewolf are true as her new husband jack Russell is one and bite him on the tail to stop him form going off a cliff. Again I took him form Peter's world."

Luna sighed and said, "Is every pony but me hooking up with super heroes!"

Discord pulled out a list and says, "well Pinkie pie and Cheesie found out they where both mutants and became a couple so looks like it!"

Luna growled and said, "It's not fair I'm the one who found them! I mean every night I flirt with him Why won't Peter Flirt back!" She said before she covered her mouth and her eyes having revealed her feelings for Spiderman.

Discord rolled his eyes and laughed, "Oh that makes me feel so much better that we're both striking out in the dating game! Also you might want to go get an update Peter just found out his ex-wife had been replaced meaning she may not be is Ex after all!"

Luna's eyes widen, "WHAT!?" She used the royal Canterlot speaking voice for that yell.

To be continued.


	9. meet the power ponies part one

In her school Mayday was at her desk looking at the clock waiting for the day to end.

It was the last day before summer, the last day before she her dad, her aunt and her uncles quest to find her mom would start. She saw something on her desk it was a letter with a heart on it.

She then turned to look behind her at Normie Osborn and in a Moment May held the Letter and mouth "no little goblin!" she then ripped the letter making Normie look down sadly.

the bell then rang and she jumped for Joy and ran off, "NO MORE TEACHERS DIRTY LOOKS! NO MORE LITLTE GOBLIN ASKING ME OUT! AND ADVENTURE HERE I COME!" she yelled as she ran out behind the school into an ally way and a button on her watch making her nanotech costume appear in a flash of light and she web swung off, "Mom don't you worry we're coming for you!" she said happily.

Meanwhile in Equestria.

Within the Everfree Forest it was night and Zecora was trotting her cloak and hood on and up as she held a lantern in her mouth as she looked around she then heard something and turned to see a small foal's ball rolling into view.

Zecora touched it with a hoof before hearing a growl and turning around to see what looked like a wolf turned into a colt. He was the size of a small colt messy fur claws instead of hooves red tail and mane and his wolf like face and pointed ears, plus the glowing golden wolf eyes made her back away in fear.

the you manewolf growled as it jumped at her till a larger on grabbed the colt by the tail.

the Zebra backed away in fear shaking as she saw the older ones solid brown coat man and tail plus his red eyes and then her eyes widen as the older one spoke mutter by holding on to the younger one but it was still him saying, "He just wants his ball back!"

Zecora kicked the ball to the young manewolf who happily hugged it like a puppy that had it's favorite toy back.

The Shaman of Everfree then turned tail to Runn away form the two creatures of myth paler then normal as her eyes were still widened with fear.

elsewhere in Ponyville.

Laura Kinney also known as x-23 was trotting around behind her a love sick Spike was following and she giggled at it as she said, "So cute!"

Rarity then came out and looked on in jealously, "and just what is going on here?"

Laura rolled her eyes, "the little dragon asked me out and as no one has never asked me out I said yes"

The white unicorn puffed her checks in jealousy and the mutant watched and said, "Oh I see how it is. Now that he's not following you around all love sick you are noticing but when it was you he was asking out you didn't want him. That is not right lady!"

Rarity growled and in a moment Laura moved a hoof to beside Rarity's mane were her claws popped out cutting part of the Mane off.

Rarity's jaw dropped as she watched the right side of her mane just fall off as Laura retracted her claws and she growled and tackled her, "YOU NAG!" Next thing she knew Rarity has Laura pinned and was pulling her mane with her teeth in rage.

Laura just cut the part of her mane rarity had grabbed off with her claws then kicked Rarity off, "you really want to cat fight against a mutant!? Well fine!" she retracted her claws and charged, "I don't need my claws to kick your flank!"

Spike's jaw dropped and his wings flared out as he said,"… are two mares fighting over me right now?"

Big mac was watching the fight witch right now was mane pulling and he said, "eeyep!" His eyes were widen.

Twilight trotted past it and rolled her eyes, "Really rarity? You notice spike when it's to late.." she sighed as she trotted to her castle and walked in and looked to see a letter and opened it with magic.

the letter said, "dear twilight sparkle who just past by Laura and Rarity's cat fight!" Her eyes widen as she continued. "Hi it's me Discord's cousin Eris!" she stopped and her jaw dropped before she continued, "Unlike my cousin I am still evil but I know better then to mess with you and your friends who turned my cousin to your side. So instead I'm going to go mess with this super heroes' home world. I am currently in control over this guys called the Skrull with my ultimate plan being to brake the spider-family!"

Twilight blinked before she said, "I have got to tell Luna so she can warn Peter!"

Meanwhile in the marvel universe.

Spiderling, Scarlet spider, spider-man and Spinneret were web swinging around Houston as Peter said, "Most be a real homecoming for you Brother!"

Kaine just growled at the statement, before there was a blast and they spotted what looked it looked like a group of creatures.

they where bipedal humanoids covered in fur had hooves and had horse like faces and tails, there leader was female was purple furred with a violet body suit black boats and gloves with golden trim on them and golden grim around her neck.

Her Green hair tendrils were grabbing bags of money as her henchmen moved around with more as she laughed, "Finally a universe with out the power ponies!"

Spiderling's lens raised, and she said, "Mane-iac! She's a comic book villain she isn't real!?"

Spiderman web swung lower as he said, "there is always a world were fiction is real," he then land a kick to Mane-iac's head knocking her back, "Power pony-less but not super hero-less! Spiderman here to stop you!"

the super villainess got up and growled as she tried to smash him with her hair tendrils only for spider-man to move out of the way and use his spiderlegs to easily slash the hair off as he said, "Powers similar to the inhuman queen but your hair is not as strong or else shaving your head would be a lot harder!"

Mane-iac quickly jumped back and looked at her now to short to use in combat hair as she held it and said, "BAD MANE DAY MY ONLY WEAKNESS!"

She looked around to see Scarlet spider webbing upping up a badly beaten henchmen, Spinneret webbing up a few, while Spiderling just fired impact webbing cocooning them.

the other worldly villain said, " I thought spiders were not team players!" That is when what looked like a Skrull version of the human torch flow down and grabbed her flying off with her the hands holding her had there fire off.

she yelled.

Spiderman then said, "And that's our Skrull we were looking for!" he then jumped and shot a webline! Something his whole family followed through.

But Kaine took a moment to an officer and said, "Sorry Wally I'm not accepting your apology nor am I going to be this city's hero!" he said as he webbed off behind his family.

hours of web swinging later they all stopped at a street counter.

Spinneret then said, "and we lost Mane-iac and the skrull who helped her get away after you shaved her head!"

Spiderman was hanging upside down as he said, "I know!"

Spiderling was on her dad's back and patting it, "Still epic to see my dad take her down like she was nothing like that!"

Kaine then point and said, "and we have guest!"

That is when they spaw the power ponies they were the same kind of bipedal anthropomorphic equines as Mane-iac and her henchmen.

Masked matter horn then said, "Ok so we heard you beat Mane-iac nice." She sound impressed as she looked at spider-man.

Mistress mare-Velous adjust her mask and held her hoofarang as she said, "… so what do like all your family share the same powers?"

Spiderling's eyes were sparkling behind the lens and she said, "Not my mom… but kind of."

Radiance used a construct of a brush to fix her mane and said, "If I had known following Mane-iac would take us to a world were super hero stallions were a thing I would have spent more time on my mane before leaving the base today!"

Fili-second was running around looking at the spider-family and poking at spiderman's spider legs, "Are those real or part of the costume?"

Saddle ragger then blinked as she looked at Spiderling, "so what is this? Side kick kind of thing?"

Spiderling who was still upside down crossed her arms and said, "No my dad here just teaching me how to use my powers hands on Mostly because I won't stay back and let someone get hurt when I can help. With great power comes great responsibility it's a family motto."

Zapp was hovering in the air with her wings and as she looked to spiderman, "well if how easily he handle our arch-enemy is any measure you are learning form a great champion of justice  
Spinneret smiled and said, "And so this is our team up!"

Kaine crossed his arms as he said, "Can't we wait for the skrull kill krew! I think they would be more useful as we have skrulls to fight!"

to be continued.


	10. power ponies part two

Around the city Spiderman was checking his wrist gauntlet as masked matter horn looked at the hologram screen as he said, "For the last tiem it's all science not magic, and what we are following is simple."

Spiderling was on saddle rager's shoulder and she said, " those gauntlet can cover my dad's hands in a high tech semi robotic clear un see able un feelable slime that can be tracked for a while he hit mane-iac with that so we can track her!"

Fili-second then ran up to him and said, "Then why don't I just zoom over to her and catch her!" before she could rub off Kaine grabbed her, "beside the fact she was grabbed by Skrull shape shifters that can copy others powers and memories with out limit meaning she could be with an army with whole teams worth of super powers. There is something called stealth and planning!" he said as he changed his suit's colors to the black with the red glowing spider it use to have.

Radiance crossed her arms and used a construct to comb her hair and said, "Oh that his horrible with the memories they could do the replace thing better then changelings."

Spiderling sighed and said, "they have to the point they forgot they where skrull in most case my dad told me he saw one that had a mental brake down and turned himself in as soon as he was changed into his true form."

Spinneret then spoke up as she swung by " they did her mom!"

Zapp was in the air as they all moved form roof top to roof top, " … the way you sound like that makes me thing they replaced someone you care about!"

Mistress Mare-Velous land and said, "Well now mind telling us were we are heading spiderman!"

Spiderman was hanging on side of a building and point to harbor as he said, "there!" Kaine's len's widen, "where my oddly tall younger brother over there crippled a slavers ring but failed to save most of the would be slaves lives.. Triggering a bit a moment in him!" he said as he turned to see Kaine down on his knees holding his head in a silent scream.

Saddle rager gasped as she said, "Oh my!" she sound horried. Spiderling wall crawled over ot her dad to look at her uncle who she had never seen so broken up.

Spiderman tilt his head,"… or was it a slaver ring? For all we know the ones running were skrulls and the people weren't being sold into slavery but replaced! After all the chance of two crime rings using the same hideout are one in a million!"

Kaine got up his stingers came out as he growled, "… all I am hearing is this is a chance to avenge does I failed!" he said as he jumped and web swung down."

Spiderman followed him and said, "Welcome back brother!" Spiderling then followed.

The power ponies followed close behind but as soon as they where all on the ground the lights shined.

as Mane-iac walked out her mane regrown and now a shining metallic orange with Skrulls , "Oh my old enemies the power ponies and my new enemies the spider-family your in luck for she loves you all!"

Spiderman said, "And the skrull are in cult mode again.. wait how did you fool me and my daughters danger sense?" He asked as he avoid a her strike his spider legs just holding back the hair instead of slashing through it.

the skrulls charged.

All changing she loves you as they attacked.

masked matter horn fired off a heat beam form her horn as a skrull who looked to be made of ice switched form ice beam to fire blast making her go, "How are they doing this power and memory copying thing."

Kaine jumped in behind the skrull and stroke him in the back with a stinger making him fall over as he flipped over one with wolverine claws and said, "dark magic mixed with mad science with a little bit of insane cult!"

Mistress mare-Velous was throwing her hoofarangs around rapidly as she avoid one with stretching metal covered clawed fists. "This is creepy and horrifying!" she said in horror.

radiance made dooms around the fire covered skrulls till they faint and she left them to make a sword to clash against a wolverine clawed ones as she said, "The element ones are easy! It's this ones that are a problem!"

Fili-second was running form a skrull faced grey hulk who was smashing holes in the ground easily as she said, "YOU GUYS HAVE A SADDLE RAGER TOO! BECAUSE THAT IS WHAT THIS GUY IS WORKING WITH!" She said in horror as she end up being grabbed as the skrull grey hulk moved at high speeds, "And he has my kind of powers too! This is cheating!"

In a moment Saddle rager who was now easily eight foot five and slightly more muscular then shehulk came In and punched out the skrull hulk.

Teresa Parker was jumping around avoiding strikes form a skrulll white tiger, "Animal vs animal!"

Mane-iac was using her mane to try and catch the moving avoiding and jumping on building spiderman, "I don't know why she loves you more then any other when she said her goals are to brake you but she does I guess you could say she is what you humans called a yandere for you!"

Spiderling was avoiding skrulls shooting lighting bolts as she said, "yeah lighting vs girl in a metal fabric suit This isn't going to end well wait isn't there anit-symbiote stuff in here! Like sonic?" she then saw something flash on her lens and said, "Hay dad the skrulls have sensitive hearing right so they are weak to sonic right?"

Spiderman avoid metal hair strikes as he said, "Technically they should but now telling what frequency could do it!" he said as he hit something on his gauntlet while using his spider legs to hold back Mane-iac hair!

Fili-second was who was now free and was running form a skrull ghost rider with chain as she said, "Translation please!" she said in panic.

Teresa was on the side of a building said, "Spiderling says her costume has a built in weapon for one bad guy but she and her dad thing they can change it to work on this bad guys!" She said as she was in the air sending down lighting bolts on the skrulls

Zapp then yelled, out " WELL DO IT ALREADY!"

Spiderman finished on his gauntlet and hit a button and said, "Ok there the alterations are done it's a guess so let's hope this works trigger the sonics!"

Spiderling flipped on to a building and said, "sonics on!" her suit then start to let out a sound while human ears couldn't hear it the power ponies ears twitched to it as the skrull fell down screaming in pain holding there ears.

May happily flipped as she said, "sonics Max!" the sound went up and the Skrull were screaming in pain.

Mask matter horn rubbed the inside of her ear, "It's horrible to us I don't know how bad it most be for them but Everypony on Mane-iac she is the only one left!"

the Super villain then tried to strike them all with her new metal mane as spiderman said, "they upgrade her powers her hair is now metal but I have a plan everyone just avoid and move around!"

they did it and before long the super villainess hair was starting to end up in knots and Mistress Mare-Velous pulled out her lasso and span it before saying, "I get it! Spiderman you are one smart stallion can't think of a better super hero guy!" she said with a hint of a blush as she lassoed Mane-iac who's hair was now too knotted to move.

the Mane-iac laughed as she said, "she may love us all but do you think she would allow her plans to be revealed!" She then burst into flames to everyone's shock as did the skrulls.

the skrull ghost rider screamed in pain form the flames as he said, " Now it is fair game! She is hidden away in Africa she had been planning it for years even replacing most of the royal family before the x-men and avenger's war! That's right the one who divorced storm was not her husband but a faker! Tell her that for me!" he laughed before he fell over to burned to move.

Later on

on top of a building.

spiderling's left lens was twitching as spiderman petted her back,"… Well that was horrible.. at least we have some goodness and a possible allies but I'm not sure she or Wakanda would believe the words of a skrull!"

Kaine sighed, "Just pick up 3dman or any of the skrull kill krew they can see through shape shifting that's confirmation!" He then looked to the sad looking power ponies and asked, "Now shouldn't you ladies be heading home!"

Masked matter horn sighed sadly, "We followed Mane-iac through her machine we don't have a way home!" she said sadly. Before adding, "we're stuck here in this strange world."

Kaine growled as he said, "DAM IT! Fine I'll stay and be your guide but like I told the Texas Twister I am ally not a member! Besides this is where my friends are anyway!"

the power ponies all ran up to hug Kaine as Spiderman looked at his brother and happily said, "Well good luck brother Come on May let's head to the parker industry branch here!" he said as he watched one of his spider legs fall off, "Mane-iac damaged my spider legs I need a replacement costume before we head for finding someone who can see through the shapeshifting and deal with this yandere goddess they culting over!"

May nodded as she waved bye and said, "bye uncle Kaine love you!" She and her dad then web swung away

Teresa turned around and waved as she swung off saying, "Take care brother!"

Later that night there was a live news report over the scarlet spiders returned but spiderman in his future foundation costume appeared jumped down and using a web line to take the reporters microphone and saying, "A skrull said they replaced members of the Wakanda royal family in the fight! And had replaced them sense before the x-men avenger war, I need someone with skrull vision to confirm this! So skrull kill krew or 3dman meet me at Hudson parker industry we're going to Africa!" He then dropped the microphone and web swung off.

Spiderling then popped down and waved to the camera and said, "HI BILLY!" she then web swung away happily, as she added, "the skrulls have my mom we're going to save her!"

That night in the land of dreams.

Spiderman or peter parker in his suit and tie was walking with Luna in a recreation of central park as he said, "So Eris cousin to discord and a basic goddess of chaos is the yandere after men and leading the Skrull."

Luna Blinked as she looked away with a faint blush, "I understand most of what has been said but what does yandere meaning? Equestria doesn't have that word."

peter morphed to his future foundation costume and fired a web line as he said, "it means if I don't marry her she will try to end my life!" he then web swung over leaving Luna to gasp in horror.

Luna awake in her bed with a yell as she said, "THAT NAG WILL NOT!" she got up and quickly galloped out to discord and she bang on his door, "Open up! Your cousin plans to either kill Spiderman or make him marry her his choice!"

Discord opened it and said, " then may he be smart enough to pick death! But I don't know what you want me to do about ti I can only pull in not out! I'm not as chaotic as my cousin to go in reverse princess."

Luna growled as she said, "are you kidding me?" she asked in rage?"

Discord rubbed his eyes and stretched, "No I am not! my powers can't adapt to bipedal worlds if I went there I would slowly fall apart, and if I sent a pony there as I couldn't adapt them to it's laws of physic you would slowly turn into a mindless animal know there as a horse I am sorry princess but I can't help! Just hope the human you want to marry wins or choices death. I mean form what I hear he beat up a being of godly power like my cousin before because said godly being hurt a foal and my cousin is doing a lot worst."

the princess of the night sighed as she turned and left with sad sigh of, "the competition for the heart of spiderman is great but please Peter pull through you are an avenger after all."

Next day in the human world In the damaged ruins of Wakanda

The skrull kill krew member Catwalk was a sleep smiling on a pile of skrull corpses.

Ryder happily turned his machine gun arm back to normal and said, "thank you spiderman!" he said happily.

Spiderman then entered to Storm, his sister Spinneret and Spiderling at his side.

Storm looked to the shaking masses as she yelled, "NOW LOOK HERE! WE MOST BELIEVE THE WORDS OF THE SKRULL THAT THE MAN WHO END MY MARRIAGE WAS NOT REALLY YOUR KING SO UNTILL HE RETURNS TO SAY OTHER WISE I AM ONCE MORE YOUR QUEEN!" storm clouds rolling in.

the people bowed to her as she said, "We shall find there base and free him to get to the bottom of this. But for now remember Wakanda most remain strong for the true royal family's return."

A voice then said, "A member has already returned!" that is when white wolf jumped down, "I may only be a royal by adoption and my younger brother may have fired me and my military unit but he and they are still my family I am White wolf and I will find and save my brother!"

spiderman looked to Storm the two skrull kill krew member as Catwalk woke up Spiderling and white wolf, "then it looks like we have our selves a make shift avenger team. For Wakanda!" he said as he crossed his arms as the others did it and said, "FOR WAKANDA!"

to be continued.


	11. Chapter 11

Deep in a skrull base.

Spiderling was hanging form the sealing as she watched her dad trying to hack a computer,"..so are we just going to talk about boosting the rang of the skrull here go insane effect on our kill krew members? I mean they ran off in bloody rage to another one dad!"

Peter looked to his daughter and said, "Oh yeah not a pretty sight but only way for us to find this one and get information. There I am in! no humans captured here but there are two other bases on earth, and one in orbit."

May's lens morphed to mimic a confused look so her dad said, " in orbit means in space! Storm is staying behind to look after Wakanda and we lost the kill krew members, so just you me your aunt Spinneret and White wolf!"

the little spider then jumped down and said, "So what we just hope we find in the base the captured people? To get mom back!"

Spider-man then said, " pretty much! Now come on we are off to the uk parker industry branch! Come along."

The next day in the city of London Spinneret Spiderling and Spiderman were swinging behind as White wolf followed jumping form roof top to roof top as the he spoke, "I demand to know were you are leading us!"

spiderman jumped down beside him pointing at the clock tower, "Big Ben union Jack, guillotine, Gloriana and Captain Britain are waiting! Guillotine's demonic sword has been telling her who are skrulls are so she can go hunting like the kill krew an 3d man we are joining them!"

once they made it to the top of the tower Spiderling said, "Sonics on!" nothing happened but the sound as she said, "Sonics off, Sorry just double checking my suits sonics are set to skrull ears."

Meggan or Gloriana as she was also known said, "it is ok child we understand."

White wolf then spoke up, "My brother is captured by the Skrull we most find the base what information have you gathered?" the team then stuttered as Union jack load one of his hand guns, " Noun Guillotine can't fight her blades scream of murder them long enough for an interrogation!"

White wolf growled but Spinneret shouldered Guillotine's blade as she held the red hooded woman back, " the sword can detect them! And drives her crazy to kill them! So we keep the blade away form her and watch her reaction to were we are with it! The blade is linked to her no one else will hear it! The crazier she looks the more skrulls!"

Captain Britain rubbed his face and said, "Well now there is something we wouldn't have thought of!" In a moment Spiderman had Guillotine webbed up on his back, "Now for some sight seeing governor!"

Teresa said, 'I am rolling my eyes under my mask!" she spoke as she web swung off"

before long they came to an ally way and Guillotine was screaming, "SET ME FREE AND GIVE ME MYBLADE IT'S SCREAMING FOR ME TO SLAY THE HORDE OF UNKILL DEMONS FORM BEYOND THE STARS AND MADE THE UNDERGROUND FLOODED WITH THERE BLOOD!" she screamed with an insane look on her face.

Spinneret jumped down with the blade on her shoulder and she said, "Ok She said the underground so I guess we go down!"

Meggan flow down and held out a hand and fired off an energy blast making a whole for her to fly down

Spiderman ripped the webs off of Guillotine who jumped down took her blade and jumped down the hole, spiderman and Spiderling then jumped down, " PLEASE LET THIS BE WERE THE HOSTAGES ARE KEPT!"

Captain Britain flow down with Union jack jumping behind him as he said, "Some along then!"

White wolf jumped down as he said, "I AM COMING LITTLE BROTHER!"

Down below there were skrulls all over the place all wearing machines on there ears.

Spiderling was flipping around avoiding a skrull iron fist Chi-fist before she fired impact webbing in his face covering his face leaving him blind allowing her to quickly punch and kick him in the gut knocking him down. "they expected the sonics! They expected it!"

Spiderman was avoiding a skrull Greyhulk's fist before his stingers popped and he stung the skrull knocking him out with the venom within, "I know we had a good weapon but they adapted for it!"

Spinneret flipped over a skrull manwolf's back as she land on the roof saying, "well now ain't this a turn for the worst."

White wolf roared as he used his gloves claws to slash the throat of a skrull Black panther, " I WILL NOT STAND FOR MOCKERY OF MY PEOPLE OR MY BROTHER! WERE IS T'CHALLA WERE IS MY LITTLE BROTHER! GIVE HIM BACK!"

Captain Britain was holding out his hands firing off energy blast at skrull horde as he said, "I do say sir, you most calm down losing your mind won't save your brother or us for that matter."

Union jack was shoot a skrull in the head making it drop dead as he said, "I do say This is a horde!"

Guillotine held her blade as she looked at the skrulls and yelled, "UNCLEAN UNCLEAN!" the sword glow as what looked like ghostly copies of it's previous owners appeared slashing through them along side the real Guillotine, "THE BLADE IS HORRIFIED YOU STEAL THE BLOOD AND APPEARANCE OF OTHERS AND YOU ARE NOT OF THIS WORLD IT IS ENRAGED! I WELL PURGE YOU FORM THIS WORLD!"

May's lens widen as she jumped to the roof as she said, "HOW DO YOU GUYS PUT UP WITH THIS LEVEL OF CRAZY!"

Meggan turned in to a dragon and breathed fire down the halls before stating, "unlike you yanks we don't have super humans ever city block! Can't be picky!"

Before long the Skrulls were all knocked out dead or will being finished off by Guillotine in her rage, brought upon by her demonic blade.

Spiderman came to a panel and picked up a skrull's hand and placed it on it to unlock it before throwing the hand away, "not even going to comment!" he then searched it and said, "Not a prisoner base! But they did just sent prisoner form here last week doesn't say if it's orbital one of the last one on earth."

Union jack then holstered his guns and said, "then you yanks are on your own form here! We can't leave the UK unprotected."

White wolf growled," I am form Wakanda not America so you are using that word wrongly in addressing me uk punisher!" he said showing his gloves claws as a silent threat to the powerless hero.

Spiderman rolled his eyes as he said, "Look White wolf threatening our own heroes isn't going to help us! Ok everyone who's coming with us the last base is in Japan! It's the easiest to get too if they aren't there we'll have to look for a skrull transport ship there to make it into orbit!"

May then dropped down on a web line form the roof saying," … I can't of hope we don't find mom in japan so we can go to space!"

Spinneret flipped up to the roof and crawled to the hole," well I guess we are done here!" She looked up at the night sky as she webbed away.

Spiderman soon was out web swinging with Spiderling as he said, "Ok to the parker industry branch to rest before heading to japan!"

White wolf growled as he jumped form roof top to roof top following them, "you three are too relaxed about this!"

May lagged behind to talk to him, "my dad hides his emotions behind jokes , I picked it up form him, and my Aunt Same way, Don't go mistaking a coping-mechanism for being Relaxed or calm."

She then speed up her web swinging.

To be continued.


	12. Chapter 12

White wolf was jumping down in to the ruins of the underground skrull base near Mt. Fuji inside it Bruce banner was sitting in just ruined purple pants.

Spiderman came down Spinneret and Spiderling next to him as he looked to Bruce.

May saw giant fist marks in the walls and she asked, "did hulk smash skrulls?" she asked stating the obvious.

Bruce got up and said, " yes. Yes the Skrulls have Lyra my daughter. I repowered my son Skaar to help but he chased the Skrulls off then the sun went down and then I turned into the hulk now here I am!"

White wolf sighed and said, "And let me guess no captives?" he said growling and making a tight fist.

Spiderman check a terminal as he said, "No… we're going to have to go to space!" he face palmed and May jumped for joy.

Spinneret then tapped her brother on the shoulder and asked, "How? It's not like we can ask the big hero six for a space ship!" Spiderman hit a key showing a skrull shutter still in tact in a hanger, "Hulk did not space one ship! Small but we can make it and land."

White wolf then walked over to spiderman and asked, "AND THEN WHAT?"

Bruce got up and said, "I turn into the hulk when there is no U.V light on me now, a transformation that resurrects me if I was dead! On the skrull space ship there is no U.V light! There is no U.V light in space! I'll become the hulk as soon as we get far enough away form earth, the immortal hulk is the plan!"

Later on a shutter was being let into a Skrull space station when form the door burst the hulk who said, "kidnapping and replacing my daughter? Now that is something I take personally as any father should so now HULK KILL!" he said charging in and grabbing a skull just to rip it in half as others fired with blaster but it didn't do any good.

Hulk laugh as he walked through the fire the lasers braking his skin only for his skin to turn into slime refuse then return to normal skin removing the injuries, "Foolish aliens I am the immortal hulk IMMORTAL HULK!"

As everyone else came out Peter's eyes flashed as he said, "White wolf Take my sister and find the captive cells and get them out! May go with them! The new Skull god queen is calling me through my spider sense! She wants to fight me so let it happen!" he then web swung off."

White wolf was about to say something but he turned to run, "COME ON WE MOST SAVE MY BROTHER!"

Elsewhere in a cell Mary Jane Watson was in a prisoner uniform sitting in the dark when she saw a small head hanging upside down form the small cell door and she said, "Mom it's me May?" Mary jane didn't responde!

Out side May put her hand on a pal reader as her hand glow as she said, "come on hack nanobots do your thing!" the cell then opened as she lowered her mask and put Mary jane's hand on her face as she cried, "Mom?"

In a moment Mary jane cried and looked at her, "It really is you?" she then pulled her daughter into a hug.

Elsewhere in the cell block White wolf in rage slashed a door down and out walked the Black panther and the two brothers hugged.

White wolf happily said, "MY BROTHER SO MUCH HAS HAPPENED!"

T'challa hugged his brother, "Is my wife ok!?"

Spinneret was placing a knocked out skrulls hand on a reader to open cells as she said, "the fake you divorced her so not ok emotionally."

In a moment Silverclaw her kin silver with condor wings a beak and talons on her hand and feet of metal and Spinneret said, "Oh so this is where she has been!"

In a moment May moved her mask back up as she said, "Ok let's get all the heroes out get all the civilians onboard that shuttle and get them out of here hulk wont' last long when the skrull figure out his new weakness to U.V light! And dad! DAD'S FIGHTING AN EVIL GODDESS FOR CRYING OUT LOUD!"

White wolf then said, "spiderman's daughter speaks the truth we most hurry Quickly avangers assemble!"

Meanwhile in the throne room.

Eris smirked as she sat down on her throne as Spider man smashed through metal copies of his rouge gallery including doc ock as he said, "ock was the favorite to crush!"" He said proudly as he flipped and web swung to avoid a rhino copy.

While in the air he fired off a web ball that hit Eris in the face as he laugh as he stuck to a wall before jumping down to avoid the lizard statue just to land head first on and smash the green goblin copy below, "Hit you!"

Eris removed the webs and stood up growling as she made her statues vanish as she yelled out "DAYBREAKER!"

In a moment the evil Celestia appeared and charged only for Spiderman's stingers to come out and the spider flipped landing on the alicorns back where he stung her making Daybreaker black out as he jumped and charged at Eris.

Eris jumped to her left so the stinger only scratched her left cheek and her eyes widen at what she saw on it blood her blood! She touched her face seeing Blood shocked as spiderman said, "the stingers are for fighting magical beings!"

the chaos lord backed away in shock, "you can harm me! And if you can harm me you can kill me!" she said her eyes widen before she calmed down and said, "It's a scare tactic you would never!" In a moment her eyes widen as she felt pain in her stomach and her was knocked down.

she looked down at a wound on her stomach and above her was spiderman now covered in an brown Exo-skeleton mimicking the black suit's appears but with a red spider symbol and red eyes four of them on each side, and four massive skeletal spider legs. His leg has two talons and a heel talon and his fingers where clawed.

Eris jumped up and snapped her fingers turning the throne room into a copy of time square as she yelled out, "COME AT ME BEAST!"

At that point May and Mary jane came in and Mary jane's eyes widen as May looked to her dad his skeleton jaws unhinged to reveal built in row of fangs as he roared as he charged at Eris.

Mary jane covered May's eyes, "He's turned into man spider!"

As Eris flow around Peter's spiderlegs slashed her making her scream as Peter spoke his voice his own and someone else, "No I have not become Manspider Marry jane!" he said as Eris tried to throw a fireball only for Peter to knock it away.

As he land a claw strike claw strike that send the chaos goddess rocketing to the ground and he land on side of a building, "Manspider was a monster driven to furry form his spider and human parts struggling form the human side fearing the spider side! I have long stopped fearing my powers I embraced them! I am in control!"

Eris got up as Spider dropped down and he said, "And this well let's just call this the great weaver!" he said as his legs stabbed Eris in the gut and glow making Eris scream as he said, "Now hold still while I destroy that magic of yours!"

In a moment Eris yelled and there was a flash when it died down the throne room was normal and Spider man backed away the exo skeleton falling off to reveal him in his classic red and blue suit as he removed his mask to show his normal face and in a moment May tackled her dad happily.

Eris got up and snapped her fingers but nothing happened and Peter smirked and said, "Lady I just said I destroyed your magic! Now come on let's get out of here the bad guys base always blow up when they lose!"

At that point Eris pulled out a remote hitting a red button making a self-destruct timer play.

Peter then put his mask on and Grabbed Mary jane as she said, "see they always do that! We need to move!"

In a moment May and her parents vanished in what looked like a glowing spiral of webs.

the three land in a dark room Mary jane now in a white shirt jeans and sandals and there was madame web showing them in her web the others making it off safely form the ship and Madame web said, "well done spiderman! You have defeated a goddess of chaos! And you did it so easily by embracing your totem powers well done sir."

Spiderman said, "yeah and thank you for the save Madame web!"

May then raised a hand and said, "Miss Madame web did I live up to that great power responsibility and destiny thing you told me about when you reunited me with dad?" she asked looking to her confused mom.

Madame web smiled and said, "Why yes you can fill mary jane in on all the years she missed late right now!" she said holding out a joker with Ben's spiderman costume on it, " your evil Clone ben has caused some problems in vegas."

Mary jane looked confused and peter said, "short answer Kaine was right he was trying to kill and replace me it's why me and Kaine made up and are now the best of brothers. I owe him so many apologies for hitting him in the face!" he said flatly.

Madame web smiled as she said, "why yes now I am sure May wants to meet her cousin and all you will find him in the hospital you will recognize the sickness peter!"

May's lens moprhed to mimic a raised eye brow, "cousin?"

they then vanished and land on top of a vegas roof top.

Elsewhere.

in am escape pod Lyra punched her way out in tears " you noble bastard!" you pushed me in the pod as it explode something … mother would never have done!" She said crying as she hit the ground making large impact creators. "YOU JUST HAD TO SHOW ME MY MOTHER WAS WRONG DIDN'T YOU FATHER! YOU JUST HAD TO DAD! YOU JUST HAD TO SHOW ME YOU CARE ABOUT ME BEFORE I GOT TO CALL YOU DAD!"

that is when she saw a large shadow and looked up to see Skaar who said, "Sister, Father now become hulk at night! The change brings him back to life restoring all. So long as one part of dad still around he can be brought back to life by the light of the moon! Hulk immortal! Only matter of time till he return!"

Lyra got up smirking as she said, "then come on brother let us keep the peace will we wait for part of father to return and bring him back to us!"

the two Banner siblings walked off then.

Meanwhile in space a skull was slowly orbiting between the earth and the sun it almost looked like it was waiting patiently the light of the sun was always shining on it thanks it it's orbit but it was getting closer to the earth sooner or later it would crash and be protect form the light of the sun. Then he would return.

To be continued.


	13. Chapter 13

Within the Web of life and destiny Discord was laughing at his webbed up cousin Eris who was struggling, "So tell me again how the great weaver empowered spiderman to clubber you with antimagic armor and blades?" he said in a mocking tone.

Eris struggled even her mouth was webbed closed and Discord smiled as he filed his lion claws, "You did bring it on yourself going to another world on the web when you come form one with out a connection!" He smirked happily.

Discord smiled and said, "I would continue on but I have to go check on the other things going on I let a symbiote in to Equestria!" he said happily.

Meanwhile in Equestria.

applejack was groaning her left foreleg hurting as she stood to see what looked like a yellow orange black, green purple and red webbing around it as a make shift bandage it was then she heard what sound like five fours talking at once saying " be careful you will reopen the wound."

She then jumped and backed up noticing the cave she was in as she looked at what was trotting to her it looked like a monster in pony shape.

It had a green lizard like tail tipped in a spike mace, red torso and head, the face face with jagged black teeth that appeared to be fused into the lips white soulless eyes a twist red curved horn. His name was made of black spikes, What looked like black bat wings, with black veins running through the red seconds

the front left leg was purple and clawed like a dragons, the right front leg was yellow with black veins black bird like talons and black veins along with spikes along it's back, the left back leg was clawed and black, the left back one the last one was Green and clawed as well.

Applejack backed away shaking in fear as she whimpered, "What kind of monster are you!?"

the thing lowered it's head as it spoke with it's five voice, "Really we save your life and we are a monster?"

That is when Applejack held her head slowly memories of a Timber wolf slashing her bandaged leg and as she blacked out form loss of blood this thing appearing.

The thing unfold his wings revealing inner veins of all his colors as the skin on the head seemed to retract revealing the face of Trenderhoof patches of his face fur mixed with the symbiote colors his normal mane now ghostly white and dead as he pant and said, "and as for what kind the undead kind we guess!" he said retracting mass along his side to reveal a massive timber wolf sized bite missing making Applejack back away in horror her eyes widening and staring wanting to look away btu she couldn't and trender hoof trotted closer as the slime covered his face and refilled the bite turning him back in to his symbiotic state as he said, " one part of us was dying form being bitten by a timber wolf, the other four parts were damaged forced to stay used to be complete but they still need a host so they joined with the dying pony. We are five damaged life forms fused into one sharing one body to survive! Freak! Abomination! That's all fine and good applejack but monster? We saved your life out of one fifth of us feelings for you and we are a monster? We don't think that's very nice may be we should show you what kind of a monster we the hybrid can be?" he said his voice sound like five talking at once.

Applejack was now against the wall as she shivered and gulped, "Now now Monster doesn't have to be evil… I mean …. Look at…. DISCORD! Look at discord he is a monster but he became good and I bet you would call him a monster even if he saved you!" she said defending herself.

hybrid laughed as he used a long slime covered tongue to lick his teeth Applejack gulped as the hybrid said, "you are lucky one filthy of us the lead part can't bring it's self to make us hate you! It can't help but make us love you! We will protect you and get you back to your farm out of every Free! Come along!"

Meanwhile on earth

In a Los Vegas hospital May was dressed in a red shirt with a black spider on it, a blue skirt, and black boats sitting beside a bed in the bed was a pale boy who had the top of his head and eyes bandaged in blue hospital cloths and the boy said, "Even if you are my cousin I don't believe my uncle can help me! Not even the medical doctors can figure out what is wrong with me!"

May sighed as she held his hand sighing she knew it was the same clone fall apart alive thing she heard about because he was the kid of a clone but she couldn't say it so she sadly said, "Now listen Reilly Tyne …" she sighed sadly as she said, "Your dad use to have this illness your other uncle Kaine use to have it and my dad cured it! Just please hold on! I am not losing anymore family!" she said a tear rolling down.

In the wall way Mary jane sighed as she looked in holding her head crying she want to make her daughter fill better but she didn't know her. Her own child was a strange to her, the world was strange an alien to her! She missed out on so much Kaine the good clone, Ben the evil clone, Million Peter parker! She start to hyper ventilate before holding her heart.

Mary jane sighed and took a deep breath before saying, "My daughter is my daughter and peter is mine!" she repeated to herself like a survival mantra, over and over!

elsewhere in the City of Sin.

Ben Reily was in his scarlet spider costume jumping off a building and turning to fire off web ball blasts before landing on a building's side.

And down jumped spiderman using a web shield on his left arm to block them as he yelled in rage, " HE IS YOUR SON! I NEED YOUR BLOOD TO STABLEIZE HIM! THE KID ALREADY LOST HIS EYES! HOW COULD YOU NOT CARE FOR YOUR OWN CHILD!" He yelled as he web sung to Reily only for the clone to jump down making Spiderman's fist hit a building leaving a fist shaped whole.

Reily land on the ground and said, "Same way I don't care about our sister fighting and having won against Kraven and his new clone I don't give a shit about anyone other then me! I died thirty times! I am looking out for no one but me!" he yelled.

Peter jumped down after him growling as his stingers popped and he charged as people watched, "HOW COULD YOU FALL THIS MUCH BROTHER!"

Ben avoid the mand grabbed his mask as he smirked, "I am not your brother I am your clone! And as such we share the same face even if I have a scar over my left eye I take this off your secret is out! Then that darling daughter of yours I heard so much about won't be safe! And what about our aunt?" He asked as he start to lift it a little, "I bet the sinister six would love that information!"

Peter stopped dead in his tracks as Ben turned and shot a web line and said, "That is what I thought also just so you know I am not all bad I left you a little something!" In a moment bombs went off all around as what looked like flaming bone spiders came out as Ben laughed and said, "A little us a little ghost rider, a little Norman and BAM! That's a spicy crazy monster army!"

In a moment spiderman gasped as he saw a spider leg through his gut as he coughed, "they have my DNA! They don't register on my spidersense!" As it was pulled out Spiderman fell over only for the world to turn dark and for him to get back up.

as he stood up he spotted the ghost rider, the Black rose and two younger versions of the respective demons with Johnny having a flaming crown over his skull.

Johnny got off his bike and the two younger ones got out of the side car and the Black rose got off the back of the bike.

Blaze then said, "thanks to Ben I was able to over throat the demon I made the deal with! Destroy him for good and take over his section of hell! Restore my wife Roxanne's memories within the demon black heart made her, our kid soon left the heavens above to reunite with us I have my family back like you do Peter!"

Peter crossed his arms and said, "So good for you! Enjoy your family being together as the royals of a part of hell!" he said sarcastically.

Roxanne laughed happily as her children left their side as she said , "What is heaven being alone in a palace or by fire with the ones you love and care for?"

Peter shrugged in defeat as he bowed and said, "And the lady wins! Now what's all this about should I be dead as I used up my one totem revive?" he asked confused.

Johnny laughed as he put his bone hand on spiderman's chest and said, "yes my friend but your brother's sin made my new place possible so for you no deal just gift! My daughter is off to go save your nephew while me and my wife save you! By my hand as a hell lord I restore your soul to your flesh! And restore it by the power of the hell brand! Through it's power there will be no fooling your spider sense!"

the Black rose then walked over to Parker , "Now awaken spiderman!" she then slapped him.

In a moment spiderman's body got up jumping up in the screaming streets as he touched his chest no hole and he spotted the glowing hell brand on his left hand as he moved out of reflect thanks to his spider sense avoiding fire form the Demon spiders as he happily said, "Well thank you my dark scary friend!" His stingers then popped as he jumped stabbing one of them making them die. " Well now Spiderman with demonic power up! The fuck is happening in my life right now!"

he span a web line to avoid more spiders as he shrugged as he said, "well not like I won't know anyone down in hell!"

Meanwhile

May had hit her watch to turn into Spiderling as she was pinned to a wall by the demon spider as she looked over to her downed and shaking cousin, "LEAVE MY COUSIN ALONE YOU FLAMING BEAST!"

At that moment all stopped for Reilly as he was in a void as Emma the daughter of Johnny walked over to him and helped him to her feet she was the same age as May and Reilly looking like a mini version of her mothers demonic side she then put a hand on his face he was crying, "Look at you found out you are the kid of fallen hero and part of the spider family!" she said sadly as she added, "Yet all the power you should have is going to fight this virus killing you! Your father refused to give up his own blood to save you! As it is now you will never spin a web let along see or last a year, well if there wasn't demonic spiders your dad unleashed currently killing everyone and about to include your cousin you know the girl who ran in and hugged you and happily called you family. Family she was the first one you knew!"

Reilly was crying more as emma hugged the boy and said, "shshshsh don't worry that's why the little black rose is here! The force of hell ripped my family apart but also put it back together and your dads evil is to thanks for the put back together apart, so we Blaze feel indeed to you parkers!" She said happily making the boy look up.

the Little Demons would have smirked if she had a mouth as she put a hand on his chest and he hissed in pain as she said, "By my dark hand take this the brand of hell! May the power it grands fight the virus! So you may have the powers of the spider!"

In a moment she then touched his head removing the bandages to see his brown hair and his empty eyes and she said, "Brother your turn!"

At what point Craig blaze walked and happily put his hands over his eyes missing eyes making them glow yellow as he said, "by my hand may your spider sense work like the eyes you lost! So you may see like daredevil through organic radar! May you be the devilish spider who hides in the dark now go take your spider powers and hell brand powers and save your cousin!"

In a moment Reilly found himself back on the floor his eyes bandages but he got up and touched his head he felt two small horns and he looked around he could see the room in a three sixty black and white he couldn't see what was on screens or paper but he could see he cried happily as he looked to the spider attacking his cousin.

he spotted Mary jane coming in and using a fire extinguisher to try and put out the spider making her drop may.

In a moment Reilly charged the hell brand on his chest glowing as in his left hand a sword made of fire appeared and he slashed it in half as he yelled out, "LEAVE MY FAMILY ALONE!"

May's eyes widen as she blinked and said, "… Ok then Cousin grow horns and got fire powers…. What did I miss?" She asked confused by this.

To be continued.


	14. Chapter 14

Peter's point of view.

I was web swinging around the city in chaos the spiders coming out and breathing fire they where easy to beat! I looked to the hell brand Johnny gave me as my spidersense triggered making me flip out of the way of a fire breath attack land on top of the spider and I stabbed it with my stingers!

the anti-magic of them killing it! It was easy for me but What about May and Reilly? And Mj… Do I even still love her or is it just the fact she is the mother of my child!?

I thought as I web swung off to see May using a fire extinguisher to put out flames as Reilly who now had horns told her when one was behind her I could sense it he had a hell brand it most have saved him and upgrade his natural spiderpowers like it did for me!

I got close I saw Mj hiding and I looked at her no emotion came to mind as I stung another spider! I still looked to her No girl next door charm, no silly school boy crush! I flipped on to the back of one and stung it as I continued, No sparks no feelings I know for her it was all just yesterday but not for me! Some how I've grown and changed , and moved past it.. We still have a child together and May needs her mom in her life she deserves that! Only question is how to brake it to MJ who is probably scared and confused.

In a moment I felt something and looked up it was rain it was raining and as the fire went out the spiders dropped dead it was over by way of nature.

I looked around as May ran up to hug me as did my nephew a blind super hero kid.. I think I know just who can take care of Reilly.

Point of view change to third.

Spiderman betted Reilly's head and said, "Well you did good kid!" he said proudly, "But your hardly a spider Let's get out of here I have a friend who would be just perfect to take care of you kiddo! And teach you how to be a hero!"

Later on in hell's kitchen.

Spiderling was on a roof top looking at her cousin who was dressed in a black body suit with red boats and gloves a white belt with a skull buckle a red band down the middle of the chest with a black dare devil logo and a red mask with molded in horns.

May gave her cousin a hug and happily said, "Promise to stop by and see us some time Mr Darkdevil!"

Dark devil smiled as he used his radar spider sense to look to daredevil as he said, "will do cousin! Just promise to stop by hell's kitchen every once in a while!" he then jumped behind Dare devil using a flaming rope as a web to swing, as he said, "Let's be a team when we are all Grown up cousin! Spidergirl and the darkdevil Has a nice ring to it!"

May smiled as she happily said, "yes it does!" she sad happily as she web swung off.

Meanwhile in the parker manor.

Teresa was talking about Kraven's last hunt and how it let to her, "And then Kraven dressed like you so his clone could finally kill him!" She said to her brother.

Marry Jane looked confused as Peter sighed and said, "Kraven was brought back to life using Kaine's blood so he couldn't die unless he killed a spider or a spider killed him. And to someone who wants to die that is a fate worst then death!" he added. Mary jane still looked confused.

In that moment May swung in through the window and hit her wrist making her costume retract as she yawned and said, " Well daredevil took to Reilly great I wonder what adventures will await next!" she then yawned.

Marry jane then pushed her along, "they will have to wait till tomorrow! You are clearly tired and need some sleep!" she said trying to sound motherly.

May yawned and said, "But mom? We just got home and we are all finally together again" She then yawned May looked to her mom knowing she had lost this one.

that night in her bed May snuggled into her sheets as she entered dreamland.

In her dream She was in central park in her school uniform walking with princess Luna as she smiled and said, "While it is fun being Spiderling I am happy I can finally be may for a little while it's been a long four days!" she said happily as she came to the mirror of her mother hugging her before bed and she smiled at it.

Luna cleared her throat and said, "I am over joyed for you finally having your mother Scootaloo… I mean Mayday Parker! But I don't think your father dares for your mother like that any more!" She said trying to sound calm.

The Girl rolled her eyes, "Look Dad's been through a lot on his end and Mom is still in future shock slash shell shocked I am sure once things calm down they'll give it a second chance, and if not I know they can still be friends." She said happily.

Luna nodded as she said, "I am sorry I didn't bring any other pony with me in this Visit but things have been a bit busy and I am worried they will ask if you wish to find away back to Equestria."

May blinked coming to her memories of the cutie mark crusaders as she said, "yeah I miss them! But the sad part is I wasn't meant to be there!" she said sadly as a copy of the club house appeared and she said, "and I miss them and Everypony and I know the human world can seem strange and be a bit scary. But in Equestria we have a virus that turns you into a tree, on earth we have one that turns you into a spider. Spider can still move around so that's a bit better. And while they don't use costumes we have super villains back in Equestria too just not as many."

Luna shrugged understanding her words as she said, "True true!" She had to admit defeat Equestria was a bit scarier then the human world as while the human world had more evil it had more good to balance it out.

May then smiled as she came to a copy of the Central park zoo, "Oh this is home to one of my favorite memories!"

She said as they saw scorpion shaking is tail to try and knock Spiderling off as she yelled, "YEAH THIS IS BETTER THEN STICKING TO THE WING OF A PLANE!"

Spiderman was just sitting on the sidelines taking pictures on a phone as he said, "That's my daughter!" he said happily.

Scorpion then growled out, "SPIDERMAN CONTROL YOUR KID!" He yelled trying to shake her off, " GET OFF!"

Spiderman laugh and said, "Why would I want her to stop she is making you look like an idiot! Just like I taught her!"

Luna couldn't help but cover her mouth as she held back a giggle, "you really did that?" May nodded.

Elsewhere in the waking world.

the still Awake Mary jane was looking in a door to see her daughter sleeping with a smile. She then went to look in on peter and smiled, "You till love me tiger you just don't know it yet!" she said happily as she walked off.

She spoke, "rich famous and a super hero! Well I will have to talk him out of the super hero part to keep this family safe and talk May out of web swinging and we'll be the perfect family like we should have been!" She sound happy about it as she smiled, "And I'll finally have the life I always want with Peter!"

Meanwhile in hell's kitchen.

Daredevil was throwing his billy club to knock down a bangster as hammerhead charged into try and headbutt Reilly.

Reilly smirked as he made a fire shield so when Hammerhead hit he screamed as he dropped to the ground rolling around as he was now on fire.

Reilly smirked happily as he said, " you just don't know who I am? You thought I was a mini daredevil but I am not!" he said happily as he made a giant pair of flaming scissors and point them at hammerhead so his head was between the blades, "Now kindly answer big Devil's questions!" he said with child like innocence.

Daredevil smirked as he walked over to him, "yes I know you are working for Mr. Negetive what is he hiding! How has he gotten the hand to his side!"

Hammerhead gulped and said, "it's his freaky mind control power if someone doesn't listen he touched them then bam they work for him!" he said in panic, "I didn't want to be brain washed so me and my gang are working together! He says his and his parters plans are the dead of the spiders!"

Reilly's jaw dropped as his flame blades vanished, "HE'S GOING TO KILL MY FAMILY!" he said in panic.

Hammerhead saw a brake and ran using his head to smash through a wall as he ran, "I NEED TO GET OUT OF THIS TOWN!"

Elsewhere in a building.

Mr. negative was watching the goblin his costume altered so the green was replaced by red and purple replaced by yellow laughing as he worked on a machine for the negative entity.

Mr negative laughed, "Osborn how you have fallen!" he spoke as he continued, "it was so easy to take over you and form you the Goblin nation!" He seemed proud of himself.

Elsewhere

Reilly was on top of a building with Daredevil as he said, "Come on we need to warn them!?" he said in a panic about to swing away but Daredevil stopped him, "about a super villain wanting the hero dead? They know that! It's how they plan to kill them we need to find out and warn them about Kid!"

Reilly took a breath and calmed himself, "right I guess!"

to be continued.

omake.

In Equestria.

Applebloom and Sweete belle were Sadly sighing in there club house when Rarity looked in and sighed, " Ok darn it! We know what happened to Scootaloo but it's complicated Luna is the only one who can get in touch with her! Come on I can't watch this anymore come along!"

the two filly's jumped up happily as they ran off behind her.

Elsewhere Applejack was watching as she sighed, " ah's can't believe what's going on myself!" Zecora then ran by chanting Monster.

Applejack saw her hide behind her as she blinked and said, "let me guess red black, green yellow purple and brawn said it was a we and an us?"

The Zebra nodded and Applejack sighed and said, "that's not a monster that's kind of my Coltfriend!" the Zebra then faint were she stood.

end omake.


	15. birthday bash

May was walking around dressed ina blue sun dress yellow straw hat and brown sandals walking with her great aunt Anna Watson slowly her eye twitched as she listened to her great Aunt complain about her dad.

The girl sighed and finally while walking down the street, "Great Aunt Anna I am glad you and great Aunt May are taking turns watching me while my parents … well dad said it was just a civil meeting not a date but can I ask why you complain about my dad so much when I heard you and my other great aunt are the reason he even dated my mom?" She asked confused.

Anna turned and smiled and giggled covering her mouth for a moment, "Oh right I forgot who your father was silly me you have a right to know why I don't like your dad. Simple boot he keeps secrets. He always missed dates making your mother cry and not to mention he is a magnet for the weird putting her in danger, I use to tell her she should have dated harry but I stood heavily correct on that one! I can't believe they would let a former Goblin run free!" she said changing form complaining.

May blinked before she added, " yeah the crazy lady who took me form mom and dad was working for a Green goblin, So believe me if we are talking about pushing all the Goblins in to a rocket into the sun I am with you Great aunt!" She said happily finding common ground.

Meanwhile at a café Peter was dressed in a suit and tie with had become his normal wear sense becoming a CEO as he sat across form Marry jane, who was in her normal outfit and Peter sighed and said, "Ok let's address the elephant in the room how much of our history is ours!?" he asked flatly.

Marry jane looked confused as Peter sighed and said, "What is the last thing you remember before being abducted by the skrull?" he asked confused.

She smiled and said, "After you cleared spiderman's name so you could stop wearing those other costumes."

Peter sighed as he said, "ok then half of our history is a lie!" he said sadly but happily in his head he was over joyed as the contract he made with Mephisto seemed to be invalid as it wasn't MJ who sighed with him, but part of him ignite a new fear after said deal was made with a demon and was pretty vague.

MJ sighed as she said, "I know isn't it horrible I am basically a perfect strange to the man I call husband." She said sadly as she put a hand on his and said, "Gee you know we could get to know eachother again a lot faster if we could spend more time together like say if something you have on your plat just swung out of our lives." She said happily hinting at what she meant so no one would get she was asking Peter to give up being a hero.

Peter's spider sense went off as he pulled his hand away form MJ's in shock as he looked at it seeing his spiderman glove for a second before he said, "No Can do MJ! With great power comes great responsibility and right now I have more power and more responsibility then ever!" he said firmly but nicely!

The red head looked sad and Spiderman's spider sense was still going off he looked around hoping to spot some crazy person in a costume but no it was just normal people around him. He quickly gulped at the implication. As the demon's word echoed in his head, 'I want your love and marriage'

Peter sighed as he thought about it he gave that away in the deal but Marry jane didn't and she was clearly unstable Peter shock his head trying to shock it off as he looked up to see his sister as Spinneret on a building behind them looking down at them and he smiled he wasn't alone if things did got bad.

Later on at aunt May's house.

May was with the great aunt she was named after looking through old Boxes of memory of her dad as a kid she looked at a picture of Peter at Science camp happily and she said, "Oh Great aunt May if only you know who this summer effect Dad and made him into the turbo nerd he is now!"

Great aunt May giggled as she said, "Why yes I know" She said as she came to a photo book and May's eyes widen to see it was her great aunt kissing Doctor octopus and she shivered and stuck her tongue out, "YUCK! When was this!" She asked in horror.

Aunt may held her chin, "A long time before that civil war crap Mr. Stark started. Well Cap proved he wasn't much better as he jumped right to violence instead of trying to talk it out first!"

May shivered as she held her arms, "You do know he was a super villain right?" She asked in shock. The Older May parker nodded and the little spider jumped and said, "EEEWWWW Great aunt may you know Bad boys aren't worth it!? Right?" she said in shock.

Aunt May giggled and petted her head, "now isn't that ironic." That is when the younger May Saw something at the bottom of the box of pictures and books and picked it up a picture of her great aunt May as a little girl standing next to what looked like a unicorn complete with cutie mark.

Great aunt may took it and said, "That is just something I took next to a statue when I was a little girl sweety!" She said sounding like she was hiding something.

the younger May parker blinked as she watched her great aunt May leave as she remembered the picture the unicorn had pink mane and tail and a sun cutie mark and she held her chin and said, "… it couldn't be. Could it?" She asked her self-thinking on it.

little did she know a universe away Celestia was looking at the same picture that May had on her desk and she smiled and happily said, "I wonder how your life turned out May Reily!" She seemed happy at the untold memory she and the older May shared.

Later on back on earth.

May was being dropped off at the Parker mansion by her great aunt May and she waved happily, "bye Great aunt May love you!" she then walked in side the gate she asked out loud, "could great aunt May really have been to Equestria?"

She then walked in side and turned on a light and saw her friends form avenger academy Billy the Connors her parents and aunt yelling "Surprise!" That is when she saw a sigh that read happy birthday may.

her eyes water as she smiled and she ran up to hug her parents after all it was her first birthday home with her family.

Later that night May was smiling in her bed as she closed her eyes hugging a teady bear as she slowly fell asleep.

where she appeared in a dream version of Canterlot in her outfit form the day as She heard hoof steps and came to the confused Applebloom and Sweete belle and Luna.

Luna sighed as she said, "Allow us to start form the beginning come along scoota… I mean May!"

they then walked down the mirrors of May till they got today.

Apple bloom blinked and said, "Ah's don't believe it you where some kind of alien and your dad is a super hero!"

May was looking at the memory of her dad in his exoskeleton as she point at it and said, "I still want to know how that instant armor power works?" She said confused.

Sweete belle sighed and said, "but what about a cutie mark?" she asked confused.

Luna sighed and said, "Human's don't have them! Humans have more then one great skill such as her father has being a super hero a scientist and a photographer as special talents as such humans don't have cutie marks or it would look like they had cutie pox." She said happily

May then raised and eye brow, "you are mostly right but the reason we don't have them is most humans don't have any magic in them for one to form. Now can we go? I kind of don't like looking at my older memories!" she said sadly as what looked like a scarier demonic version of the green goblin popped his head out and laughed.

In a moment May jumped behind Luna shaking and shivering, "GO AWAY GOBLIN!"

In a moment the Goblin left May's version of the night she was taken his demonic horns glowing with fire his fang filled mouth filled with rows of teeth his fingers clawed as he summoned a glider made of fire and throw fire balls making the ponies turn to turn as he yelled out, "YOU HAVE TO GIVE A DEVIL HIS DUE!" he then laughed.

May quickly changed to Spiderling and web swung as she looked to Luna in a panic, "WAKE US UP!?"

Luna tried but her horn won't glow and her wings wont' allow her to fly as she said, "I can't it's like a stranger dream walker then me is here!" She said in a panic.

May then stopped swinging and land on her feet and looked at the Goblin sighing in relief as she said, "Ok Luna just confirmed your Nightmare the dream demon not a demonic Green goblin so cut the cosplay!" she said firmly.

In a moment the Goblin turned into Mist reforming into the shape of the dream Demon nightmare as he laughed and said, "come on haven't you heard all monsters just want to have fun?"

Apple Bloom and Sweet belle where shaking behind and equally scared princess Luna.

Nightmare pinched May's check and May just crossed her arms and asked, "ok what is up? What you after? Is it pay back on my dad? Trying to make it so my dad didn't get the better of your beaten buddy in red? just here to scar kids? Come on man give us the super villain rant!" she asked bored.

Nightmare walked around her as he said, "Oh you are such a spoil sport! But fine!" they then appeared in a creepy throne room as Nightmare sat down on his throne and said, "I am not here for payback against your daddy or for that red clown or just to scare you! What I want is simple I want her!" he said pointing at Princess Luna.

Luna's eyes widen as she raised a hoof in fear before noticing she was in a wedding dress and gulped, "I am sorry but you're not my type!" She said scared.

Nightmare laughed as he said, "oh you will marry me after all I hold the key out! So princess Luna marry me or this three girls will be a sleep for the rest of their lives! See I have hostages."

Luna gulped and shivered as she trotted back as Apple Bloom and Sweet belle gulped.

May just held out her hand making a web portal open as she said, "come on spider sense guide me! I've seen dad do it here!" In a moment form the portal Kaine swung out kicking Nightmare in the face in a web swing before lipping back with a growl.

May held out her hand and said, "I was going for dad but uncle Kaine works too! As long as it's not uncle Ben! He's a super villain!" She then did it again and said, "Hold him off uncle I'll for back up!"

In a moment nightmare summoned skeletons only for Spinneret to swing out and web a few together before fire burned them and all turned to see Dark Devil.

May and Reilly hugged as they happily said, "cousin!"

May smiled and asked, "How is it going with daredevil?" she asked curiously.

The blind spider smiled as he made two swords of fire one for each hand to hold back a skeleton's battle axe, "pretty good he is teaching me! And my flames scare his bad guys! This guy named hammerhead wet his pants!"

May smiled as she opened another web portal and said, "come on here are you dad!" she asked before Spiderman swung out still in his classic costume and following out after was a confused Marry jane as May looked to Luna, "Luna can you get my mom up to speed while me and my family fight the dream demon talking you!"

Kaine then smashed a skeleton's head as he let out a yell of ," ….. Ok creepy!"

Teresa flipped out of the way of a sword she looked to nightmare and said, "It's the thing with betty all over again!" she said horrified.

May was shooting impact webbing blast at the bags of bones as she happily said, " this is like classic cartoon bad guy stuff right now!" She said happily.

Peter was striking at Nightmare his stingers out and covered in fire as Nightmare took note of the brand glowing on his hand, "A hell brand!?" he seemed shocked and horrified as he jumped back and summoned a sword of fire to block the strikes, "Spiderman has enough dark in him to use one!"

Peter was avoiding sword strikes by flipping away as he said, "let's see now in order my daughter was taken from me my wife was replaced by a shapeshifter My body was stolen by a super villain and not even my brother knew!" he said in rage before adding, " then my mother turned out alive and a super villain plus let's factor in another secret invasion yeah I picked up some!" he said sounding sarcastic as he said it.

to be continued

Omake.

In a lab Maria Marconi was working on the costume peter had on when he found May she altered the red to grey thanks to the metal and added red color to the lences and she was working on the anti symbiote gauntlets changing them to grey as she removed the fuel container with an energy absorbing device.

She Smiled as she said, "There that should allow them to work off the hell brand's energy to make fire" she said happily before checking her work on a screen, "A few more weeks of beta testing and the newest spiderman costume will be finished!" she said happily.


	16. Chapter 16

In the realm of dreams the battle was still going on.

May was on side of a pillar out of the bone henchmen's each as she just fired off web bullets happily, "I could do this all day! Not sure for the rest of my life!" She said horried as Applebloom and Sweete belle where shaking on top of the pillar.

Reilly was throwing fire throwing stars at the bones as he said, " yeah!? I don't know may be we can call for more family back up?"

Teresa was web swinging kicking a skeleton in the head as she land on side of a pillar and said, "I don't think we have anymore! I mean we have Ben but he's a super villain same thing applies to Mom! And I don't think dad has enough of his mind left to even dream!" She said.

Luna raised and eye brow as she was all chained up by skeletons as her eye twitched and said, "I am aware of the super villain family members, but last time I check there was Spider you were not family with!"

Spiderman was using his stingers to hold back a strike form Nightmare's sword as he jumped back opening a portal making Miles, Miguel , Silk and Jessica web swing through and join the fight.

Anya then swung in behind knocking a few away as she ask, "Ok what's going on ?" she said in shock avoiding a bone things axe.

Spiderman was avoiding nightmares sword as he said, "Show down in the land of dreams to stop nightmare form forcing the winged unicorn princess form marrying him!" he said pointing to the chained up luna.

Miguel sighed as he used he dashed around using his claws to slash at the minions as he let out a flat, "That sounds about shocking stupid enough to be true!"

Cindy was avoiding strikes as she land by Luna and she happily said, "yay!" before the ones holding her captive jumped her and she flipped behind them and hit them form behind.

She repeat this till they where shattered and she grabbed the chains and ripped them apart freeing Luna.

Kaine was crushing one of the bag of bone's skulls with his left hand as he yelled out, "GREAT NOW CAN WE HURRY UP AND END NIGHTMARE!? This is getting weirder than normal!" he said angry as he normally was.

Marry jane was sitting with Applebloom and Sweete belle as she crossed her arms, "and Peter wonders why I got sick of this super hero stuff he goes through!" she said rolling her eyes.

Peter was ducking sword slashes before he charged landing a stinger hit to Nightmare's stomach making the demon stumble backwards in pain dropping his sword.

Peter held his arms out ready to strike as he happily said, "Anti-magic stingers oh how I love them!" he said happily as he fired off a web line to swing at Nightmare to land a stinger strike to his left shoulder.

Nightmare held his shoulder in pain as he said, "then let's show you what your nightmares are!"

in a moment the Demooblin Kraven, Doctor octopus, Professor Smythe in an exosuit, the original hobo goblin, and Massacre appeared, Only for spiderman to web swung through them making them all vanish.

Spiderman land a two foot kick to the demon's chest as he said, "Really dude? That didn't work when I was a teenager what makes you think bring up my bad memories will work now?" he asked mocking.

Nightmare got up and summoned a copy of Norman Osborn as the green goblin while May scream Peter just punched it in the head making it vanish as he said, "That felt oh so satisfying!" he said before kicking the Downed nightmare in the head.

Spiderman then grabbed the demon by the head and drug him making him scream and everyone take note of it as Peter said this, "here is the thing Nightmare not many people realize this but nightmares can only hurt you if you let them! After my failures, the loss of my uncle because I didn't stop the robber when I could, my failure to keep the stacy family alive, all the students at my old highschool I couldn't keep safe, losing my daughter for years, and doc body jacking me! After all of those failures I have enough guilt in nightmares to drive anyone crazy but I haven't lost my mind and do you know why?"

May then jumped on top of a skeleton's head and yelled out, "Heroic will power?"

Reilly did the same thing and said, "because heroes don't quit?"

Apple bloom then yelled out, "Some kind of heroic speech?" She said hoping for a comic book ending.

Peter chuckled and said, "all good guess but no it's simple Failure drive us to succeeded! Every last bad memory every last failure drives me to win drives me to stop monsters like you! So go ahead bring up my bad memories!" he said as he past by images of all the failures he listed and added, "It'll only drive me to defeat you all the more!" He then throw Nightmare off the edge of the plat form they where on making him fall back into the deeper part of the dream realm.

In a moment the Skeleton's start to Vanish, as did Marry jane and the other spiders.

Leaving Luna Applebloom Sweete belle May and Peter.

Peter saluted Luna as he said, "well I guess it's time to wake up after all this was just a nightmare!"

Sweete belle was shaking as she grabbed may's face, "IS THIS NORMAL?"

May petted her old friend's head and said, " yeah but keep in mind we had to deal with a dream demon back in Equestria." She said bring up the memory of that night.

Luna nodded as she made the wedding dress she was in vanish as she nodded and rubbed her left fore leg with her right as she added, " yes that was my bad!" She sounded embarrassed as she coughed to clear her throat as she said, "Well thank you Spiderman! It is one thing to see memories witch the mind edits over time. But to see it in person is another. I see it now while there is a small amount of darkness form all those failures form your days as a young hero, you don't let it drive you mad, you have a will beyond anything Equestria has ever seen you are a true hero!"

Spiderman petted May's head as he said, "Gee princess you're making me blush under my mask." He said friendly.

A portal then opened and May and Peter turned to it and waved goodbye as the Spiderling said, "bye you guys it's time to wake up! Been a real birthday bash for me! Because today was my birthday! But I could have done with out Normie , Billy, and william's gifts being in heart covered wrapping paper!" she said the red of her costume turning pink sense it was a dream her suit could blush for her.

Peter rolled his eyes under his mask as he said, "May you are your mother's daughter."

May then woke up in her bed stretching as she rubbed the sleeve of the pink sleeping Kimono she was in and said " Hazmat was right this is comfy!" She said as she got up the sun wasn't up yet and in her living room was her parents along with the now anthro forms of Luna, Apple bloom and Sweete belle all dressed like there human counterparts form the mirror world.

May blinked before yawning and adding, "I blame nightmare, I'll go wake up Aunt Teresa she won't want to miss this!" She said walking off happily.

Meanwhile.

In a Equestria within a forest the now earth pony version of the human torch was hovering in the air his fur and mane the same as his skin and hair where as he flamed on and looked to the unicorn version of feed with the same colors and asked, "So any wards for this one brain man?"

Sue who was a Pegasus rolled her eyes and said, "Really johnny?"

Ben who was a minotaur made of stone touched the horns, "I hate to agree with the hot head here sue!"

Franklin was trotting around using his normal powers to hover a mirror despite being a Pegasus like his mother as he said, " honestly I am shocked this is the first universe were we didn't change in appearance based on different laws of physic what are the chance of this being the first time sis?"

Valeria who was a unicorn then blinked and let out a flat, "we have a better chance of doctor doom going on a date with Mrs. Modok!"

Johnny the equine torch then looked to his nieces and said, "ok EEEWWWWW That will haunt my nightmares!" He span around covered in fire as he said, "Any how Reed man how long till you can fix the universe hopper?"

Mr Fantastic rolled his eyes as he stretched up to a tall tree where there ship was and he got in saying, "given a minimum tech level of this universe about a year so it would be easier to get interdimensional communication up and running and call for pick up Johnny! And be careful Johnny we don't want you to start a forest fire!"

Johnny sighed as he used as little flames as possible to get above the trees with out burning one as he said, "Ok I'll fly around up here! Gee even as a unicorn he is a hardass!" he said before fully flaming on, and flying off leaving a flaming trail!

At that point Rainbow dash was in the air and notice something weird and flow to it where her eyes widen as there was an earth pony covered in fire flying as she asked, "WHAT IN THE NAME OF CELESTIA IS YOU!"

Johnny looked at her and said, "you know just a guy who was altered by freaky energy form beyond the stars Name's johnny Storm but I guess here you can call me the equine torch!" he said as he speed up and Rainbow dash speed up as she yelled, "I DON'T CARE IF YOU FREAKY NO PONY IS FASTER THEN ME!"

Johnny smirked as he happily said, "you want to bet!" And so a race where flames and rainbow trails were seen over the sky started, and it was a race to nowhere and Rainbow dash stayed even with Johnny till she start to slow down.

Johnny smirked as he said, "that is the difference between how we fly you flap your wings and get tired I push my self through the air with flames. Flames don't get tired so sorry but I win by endurance alone lady but it was fun!" he said as he speed past her leaving a flaming sonic boom behind him that explode in the air like fireworks.

Rainbow dash landed as she landed on a cloud as he said, "someone beat me in a race… He beat me… he is just as fast as me! And he can fly longer… I think I may be in love!" she said as she fell down on to the cloud and passed out.

Meanwhile back with the others.

the thing was throwing a Timberwolf as he said, "the one moment we need the hot head the most and he be come!"

Franklin made one glow before it burst into flames and screamed before running for a lake as he said, "who needs uncle Johnny I can just vibrate the air around them till they burst into flames form heat!" he said relax before looking to his sister and saying, "by the way good plan sis!"

Sue had a force field around before expanding it to push the Timberwolves away the field letting in her friend and family as she said, "THAT IS ENOUGH!"

Valeria rolled her eyes and said, " Moms they always know how to kill the fun!"

to be continued.


	17. Chapter 17

It was the next day.

Spinneret was swinging form webs landing on the Baxter pulling out a future foundation id card belonging to her brother as she slid it on a roof top door's key card slot and said, "Spinneret filling in for my brother Spider man on the replaced me Fantastic four and future foundation duties!" She said as the door opened.

she Saw Skaar pointing at himself and saying, "Skaar fill in for family too!" he said happily.

At that point the inhuman queen medusa walked up putting her hands on her hip as she happily said, "Ok that's three of us!"

At that point Scott long showed up in his ant man costume and he happily said, "Ok now all four of us are here! Till Reed and the others show up we are now the fantastic four and the ones running the future foundation I hope we all work well enough together to handle it!" an alarm then sounded.

and H.E.R.B.I.E showed up yelling " Red Ghost and the super apes down town!"

Spinneret shivered sounded scared as she said "but I am scared of monkeys!"

Skaar nicely said, "then Skaar handle two apes so lady don't have to worry!"

medusa then yelled out, "TO THE FANTAST CAR!"

Meanwhile in the parker house.

Mary jane had her arms crossed she was growling at Luna who was currently still in a barrowed form her pink night gown and why did that enrage marry jane simple Luna wore it much better thanks to her better figure.

She was also growling as Luna technically knew her daughter better then she did and plus she and Peter had become close form it all three reason she was already hating the women she only met less then a day ago.

May didn't notice as she was sitting in blue shorts a white shirt and her socks watching the tv report on the new fantastic four vs red Ghost and the super apes.

Next to her was AppleBloom now dressed in a white shirt and overalls, and Sweete belle now dressed in a blue skirt and a red spiderman shirt the two fillies clearly having barrowed cloths form May.

The Gorilla was trading punches with Skaar evenly but Skaar was growling in rage it was only a matter of time till he would over power the ape!

the Baboon was turned into a large anteater eating eats, but Scott turned a dial on his belt making the ants he was controlling grow to horse size making the Baboon turn form Anteater to a giant fly swatter and start trying to hit them.

the orangutan held his hands out making metal blades fly at medusa as he made ape sounds.

Medusa was trying to avoid them while using her tentacle hair to grab hold of them to stop people from hit as she said, "there is a monkey pun in here but I won't It is below a queen!"

Sweete belle blinked and asked, "are you sure she's a good guy?" she asked confused by her powers and statement.

Peter was adjusting the tie of his suit as he said, "She is! She calls herself a queen because she is her husband is the Inhuman's King! She is a queen but wants to be seen lady of the people, and with the bad rep a few bad inhumans have given her race she joins a lot of super hero teams to show them those villains are not the standard." He added as he took a sip of coffee.

The Tv also showed Spinneret Jumping form web line to web line avoiding fire form red Ghost She tried to use a web line to zip to him to hit him but she phased right through as the Red ghost laughed, "invisibility and intangibility!" he said mocking

He tried to fire but She kicked the laser pistol out of his hand hard enough to make him hold his hand in pain as she turned and said, "and you can't pull a trigger while unable to be touched or touch something!" she said happily as she went to kick only for it to pass through.

But the moment he grabbed her leg she flipped making him let go making him fall to the ground face first only to phase through the ground at the moment of impact.

when a manhole cover opened Teresa kicked the top of his head making him growl and she continued, "So as long as I hit you while you are doing stuff I can hurt you it's simple!"

Red ghost let go of the latter to fall down as he comment, "I don't know what is more of an insult the fantastic four did not show or Spiderman sent his little sister to fill on for him and the substitute fantastic four!"

Meanwhile a world away in Equestria

At a café in Ponyville.

Rarity was watching A red Rainbow dash walk around with Johnny storm. As she sighed, " Great now it's just me Pinkie and Twilight who are the single ladies."

Twilight then trotted over and sighed, "the ten year old Franklin out magiced me, and gave himself a horn so he would stop freaking me out by using magic with out one and his eight year old sister out smarted me!" she sound grumpy as she sat down next to Rarity as she said, "this is so ridiculous!" She yelled.

Pinkie pie then joined them and spoke up, "you two nagging about being out done at your talent and being single still?" they nodded and sat down with them as she said, "YAY SAD LADIES PARTY!" She said happily.

Pinkie pie said, "this cheese beat me at our last party off and he asked me out so I have a date… wait then I am not single so I can't be at this party darn!" she then sadly trotted off leaving her friends behind.

Rarity's eye blinked as she took a sip of tea and sighed sadly, "If I end up being the lonely old nag I will scream!"

Twilight coughed and said, "you know that mirror portal to a human world … well let's just say half my reasons is to date it's Flash sentry not research.." she said as she put on a nervous smile and galloped off making Rarity scream like she said she would.

Rarity then ran all the way home and laid down on her drama couch, "My sister is a universe away and I am the only single element of harmony!" she cried as she said, "Oh why?" She sounded sad and depressed.

She looked at the window to see Diamond tiara blushing as she watched Raze walk by and she rolled her eyes, "and great she is younger then me and found a gentle Colt to be her knight!" she cried hovering a tub of ice cream to her and she start to eat sadly.

At that point the door to her house was knocked down and she yelled and jumped behind the couch and looked over. Over looking her was hybrid and she shivered at the monster that somehow had stolen her friends heart and she asked, "hello ….. what can I do for you…?" she asked nervously.

Hybrid then spoke and said, " yes have you seen another symbiotic monster around here? Because we spotted one last night head this way?"

Rarity nodded nervously as she said, "No I haven't seen anything like you sir!" Hybrid then turned and left using magic to lock fix her door as he left.

Meanwhile in her ruined village starlight was growling as she worked on a spell her fur stained with streaks of Black with a white spider replacing her cutie mark on the left side as a slime like mask covered the left side of her face making the form of Venom as she said, "WE will show that alicorn! WE will erase her form reality! WE are Venomlight Glimmer!" she said working on a portal spell with a twist.

Meanwhile back in the marvel universe.

hammerhead and tombstone were in reverse colored outfits as Mr Negative smirked as he adjusted his tie, "yes two more for my sinister six! Two more slots to fill till we are ready!"

He said happily as he turned making the gangster and mob boss follow him!

Meanwhile the next day.

Luna was in a black dress with applebloom and sweetebell Mary jane and the costume Peter and May at a museum it was a field trip between the x-men class and avengers academy.

With Hazmat Mettle, honey badger, Tigra's son William grant Nelson, Reptil, Lyra banner Shark girl, and the young X-men Spiderman being the only teacher.

May smiled as she said " Normally I don't like school coming early on a Saturday but join field trip between two super hero schools is awesome plus Dinosaurs… that aren't alive and going to try and bite my head off!... I think I need to see Doctor Samson more!"

Spiderman looked to Mary jane who was giving a death Glare to Luna who didn't notice as he said, "My dear daughter we all need to see him! Every last one of us … why is he the only therapist for super heroes?"

Unknown to them outside shadows that looked like a stegosaurs and a phteradycle were waiting outside.

To be continued.

Omake.

Some time later Venomlight was in full venom form on a cloud roaring as hybrid was swinging at her his wings flared to let him cloud on the jump.

While applejack who was on a cloud thanks to a cloud walk spell gulped and asked, "Who's did we's end up the ones going after this time traveling madnag and slime!?" she yelled in shock.

Venomlight growled as she spat a ball of slime at hybrid knocking him down making him use a tentacle to grab a cloud to hold on to it to catch himself.

Only for the new she Venom to roar in rage as the sonic rainboom appeared in the air and Hybird laughed, "Got you nag!"

Venom roared and made her horn glow making another portal she jumped through.

In a moment Applejack jumped on to trenderhoof's back as he span a web and pulled it going through the portal as it closed


	18. bigger they are

In the museum Luna was walking through the Evolution section as she looked to spiderman, "Strange, A world that changes and force things on it to change or die.. It's so alien!" she said confused by the alien concept of a planet changing on it's own.

Peter looked at her adjust his suits gloves as he said, "yeah well life at least here is about change does who don't normally don't make it either,"

In a moment he heard a roar and turned to see young ice man having frozen a T-rex in a block of ice as Beast was trying to tackle Stegron, as Angel was in the air avoiding Pteranodons

cyclopes was shooting beams at raptors and marvel girl was blasting Stegosaurus back.

Spiderman turned and cracked his knuckles and said, "Stegron back to raising the long sense dead?" he said spinning a web when he dropped it out of reflect as Sauron fly by on his back was May and honey badger.

Elsewhere Hazmat was firing radiation blast at triceratops , as Mettle punched some, Honey

Reptil was a t-rex roaring at another T-rex , While Shark girl was on the back of a triceratops biting it's back with her shark teeth.

Lyra was punching a Spinosaurus in the face , while William was biting on it's leg.

in a moment Mary jane screamed only for Spiderling to swing down and get her out of the way of some raptors as she let out a flat, "The department of dinosaur control are going to work hard to day!"

Elsewhere Luna was in the air firing Magic blast at Sauron who flow up close and grabbed her wrist making her scream as she felt the magic being drained form her as he laughed, "Stupid mammal your power is my power! Give me that mutant energy!" he laughed happily.

Spiderman was on a wall as Honey badger jumped up and charged at a raptor making his eyes mimic a raised lens as he said, "… that is Logan's child… wait did he just call Luna a mutant! Now there is an idea!" he said happily swinging up to grab Applebloom and Sweete belle who where falling form the second floor as He put the two girls on his back as he wall crawled up to a panel with a happy call of, "Hold on tight I have an idea. " he then ripped the cover off and quickly lowered the temperature as he stated, " while the later Dinosaurs can better handle cold the sooner once can't, and besides that Sauron is already beaten just a matter of time!"

He said happily before the two girls screamed making him turn and fired a web ball that exploded in a raptors face covering it's mouth as he kicked it in the head knocking it away.

through out the place The dinosaurs where slowing down making Reptil turn into a mammoth to knock back a T-rex.

While Sauron tried to dive bomb May and Marry jane the thing he gasped crashing as his wings shrunk as he looked at his slowly becoming human hands as his head morphed to a human shape he screamed, "HOW I ABSORBED SO MUCH POWER FORM THE WINGED AND HORNED MUTANT!"

Luna walked over holding her head sounding drained as she said, "I am not a mutant, I'm form a different dimension trying to learn with spiderman as my guide… it was on the news Peter was playing host for us.." she said shaking her head.

In a moment Sauron became his humanself and fainted.

May sighed in relief, "thank goodness his time ran out he could have absorbed energy form me to keep going I was born with my power so I have the x gene. He came so close to recharging on now just one dinosaur man left to beat!" she said before she turned to see Mettle dragging the knocked out cold Stegron by the tail.

Spiderman then dropped down and happily said, "I swear villains are getting stupider and stupider."

Meanwhile

In stark towers.

Tony stark was reading when Jarvis appeared as a hologram and stated, "sir we have a problem.

the Tech mogul then blinked as he put down the paper, "despite Peter beating me to a dimensional travel gate?" he said not liking what he read in the paper.

Jarvis then pulled out a Hologram of a DNA test with Tony in one of them and said, "A boy showed up claiming that his mother on her death bed told him you where his father, and well as you can see the story checked out." The A.I stated.

Tony got up and in a moment a door opened and a boy in a wheel chair rolled in dressed in blue pants black shoes an red shirt and an ironman had on top of his black hair and his blue eyes and the two Starks looked at eachother.

The boy nervously said, "… I am Anthony …Stark ,,,, the second I guess." He said nervously.

Tony looked at his son put his paper down and got up saying, "well then… I guess I am a dad…. Jarvis Message Peter on how to deal with this, And ….son… I think I can help with this whole chair thing…" he said nervously walking over to the boy.

The next morning.

May woke up hanging form a web upside down in what looked like a creepily cheat copy of New York making her lens morph a raised eye brow as she dropped down to see Viv , Lyra, William, Honey badger, and some Kid in a copy of Ironman's model eight or silver centurion armor.

The kid raised the helmet and blinked said, 'I am Anthonystark the second… Ironman's Illegitimate son…" he said kind of ashamed.

Lyra looked confused but Vivi stated, "to be illegitimate means his parents have not been wed at any point!"

William rubbed his chin as he said, "then the only legitimate ones here are Spiderling and Vivi!" he said before his tail wagged as he sniffed and hissed as he growled.

An action copied by Honey badger who popped her claws.

Spiderling held her head and said, "Spider sense tingling."

That is when the face of the grandmaster appeared and he stated, "Greatings earth I have hijacked your screens for my latest game by be seen! I have watched the growing number of next generation heroes! So I shall put this six children of Avengers to the ultimate test! Can the next Avengers handle the tri-sentinel

In a moment the ground shaked as the six armed three faced ultimate sentinel appeared and fired beams at all six of them making them all brake.

Lyra was jumping but found herself unable to shake the beam, "How is it following us all!" she yelled.

Anthony was In the air shaking as he said, "Hay! The spine repair may have given me a tech link to this suits as a side effect but I still don't have any skill! But I have comment sense!" he said hovering out of the beams way as he said, "six arms six beams and six eyes to follow us!

William was running up a wall with his claws avoiding the beam as he said, "then can't we just I don't know trick it by crossing paths!"

Vivi then flow by William and in a moment the beams after them crossed for a moment destroying the building making the tiger boy fall.

In a moment May web swung down and grabbed him happily saying, "Got you!"

Honey badger was rolling to avoid her beam as she got close enough to slash the machine's foot only to be kicked away a moment later as she yelled out, " CAN'T TRICK IT INTO HITTING IT'S SELF!"

A moment it looked like she was about to be shot but Anthony flow close enough to her to knock her out of the way so she landed on a roof top with a crash.

She got up growling but let out a "THANKS CHROME DOME JUNIOR!"

May was swinging as she noticed something as the arms followed them the beams would some times stop firing as to not firing on it's self as she happily said, "I GOT IT! THE FACT IT CAN'T HARM IT'S SELF IS A WEAKNESS TOO! IT CAN'T TAKE A BLOW TO WIN! REGROUP ON THE ROOF BEHIND IT!"

She said swinging and in a moment she was on the roof and the beam stopped.

before long William and Honey badger were on top of it and the beams tracking them stopped.

Anthony land on top of it as Lyra jumped on top of it and Vivi landed as well All beams stopped.

May smiled as she waved her fingers, "if it shots this building it would fall on us so it can't shot us!" the Machine then started backing up as May fired a web line and used it to pull herself on top of one of the robots shoulders and in a moment the robot went to knock her off but she quickly punched one of the left faces eyes before jumping off.

Anthony took aim and fired off a repulsor beam blast hitting that face's other eye as he smiled, "I get it! Make it back up so we can hit it while it can't hit back!" he said happily.

to be continued.

Omake.

back in time in Equestria.

on top of a roof Venomlight was roaring as she watched her foalhoodself.

Trenderhoof was panting he was pretty much symbioteless with only enough left to fill in the hole in his left side and give him a left foreleg as he panted as did applejack.

Applejack blinked and said, "Waits this is where she was inspired to remove cutie marks and make everyone the same because she was alone, mother gone, Father never home she was basically an orphan." She then jumped as Venom light fired a beam that missed her and hit somepony in the past.

Venom screamed and held her head fading for a moment as Trenderhoof blinked and listen to the scream, "I think she did just become an orphan.. wait her past changed.. we can change it… I have an idea " he said running over to Applejack.

Venom light vanished into another time portal.

The unicorn smirked as he said, "we have lost to much biomass to continue fighting but Starlight can't be come Venom if she doesn't become evil and wasn't there!" he stated Applejack was lost before Trenderhoof rolled his eyes and said, " If she had parents to raise her right to not become a super villain.."

Applejack blinked before it hit her and she gasped, "Trenderhoof ah's don't think we's ready for that!"

Trenderhoof then raised a hoof and stated, "Would you rather let her undo the world. As it is it'll be months till the symbiotes recover for us to cast the spell to take us to the right time to go home what is one more passenger.

Later on in the present day Equestria all was the same, as applejack was walking with the happy foal starlight everything seemed normal now all fixed and repaired.

Trenderhoof was acting protective of the both of them as far as the town knew Applejack saw a foal in a bad orphanage and couldn't leave her there after all who would believe this.

But one though was clearly on both of there minds if Starlight would not become Venom who was Venom now?

end omake


	19. Chapter 19

Spiderling was web swinging around the tri-sentinel , as viv and Iron boy flow out of the way, Honey badger and William where using there claws to run up buildings to avoid the beams.

Lyra jumping on to the robots back and on the left side and she ran around it's head and punched it's right side in the eyes shattering them , " two thirds blind!" she declared happily as she ripped off the platting on the upper right arms shoulder before having to jump down to avoid an arm where she landed on her legs on the street and ran off.

Iron boy flow up and fired on the exposed shoulder making the arm start to hang lose as it moved to fire at them and before long the upper right arm fell over it was now two thirds blind and down to five arms.

Anthony then flow out of the way of more laser fire as he said, "this older model armor of my dad's isn't that fuel officiant and I don't have an arc reactor! I am running out of power guys we need to hurry! Wait the eyes Spiderling doesn't your suit have a sonic system?"

May nodded as she land on side of a building next to him as she let out a " yeah for symbiotes it also helped with super skrulls why?"

Viv flow up to them and said, "high sound waves shatter glass like the lens it's remaining eyes are made of!"

May face palmed as she said, "darn it! Dad would have known that!. Sonics on and max!" she said as her suit start to shake as it made sounds to high for the human ears to hear but it made William hold his head and scream in pain.

Spiderling sighed and said, "I am so sorry buddy!" she sounded worried about it but in a moment cracks appeared in the giant robot's eyes till they shattered and May said, "Sonic's off! There it's blind!"

Lyra jumped on to the middle right arm with Honey badger on her back and as she smashed honey badger jumped off and slashed at the joined the arm the moved making them both fall.

Viv caught Honey badger and Anthony caught Lyra with one hand as he fired a beam with his free hand making the arm fall off as he said, " Two arms down and it's blind!" He then moved sharply as the robot was now wildly moving smashing and firing blindly as it couldn't see.

William was using his claws to run up it's back leg as he yelled "COVER ME!" he said as May yelled" OVER HERE!"

She then web swung away as it smashed were she was wall crawling.

William continued to run up the robot till he made it to where it lost it's middle arm and he cracked at the join rapidly making a tunnel digging his way inside of it!

once in side he dropped and noticed where the last right arm was hooked in and he roared as he slashed like a berserker tiger at it slashing and shredding it till out the outside the final right arm fell off.

Honey badger smiled as she used her own claws to clime the robot as she yelled out, "THAT LOOKS LIKE FUN!" She then jumped into a join tunnel and clawed her way to the other side and slashed at the upper left arm.

Anthony land on the ground as his armor's lights went off as Lyra got up and looked at him and he said, "They have the right idea attack it form within Look Lyra my armor just ran out of power and it's stuck and with out power it's to heavy to move so can you do a teammate a favor and.." before he could finish Lyra had already ripped the front off the armor freeing him.

Anthony got out in the skin tight control suit as he bowed to her and said, "why thank you noble lady!" he sounded nice and polite to her.

Lyra bowed back and kindly said, "you caught me when I fell we are now even sir. But now you are helpless get as far away as possible iron boy! I am going to join the battle inside!" she said jumping to the back of the robot and dropping and flipping into one of the arm holes to start attacking it's inside.

In a moment the beams stopped as more arms fell off leaving it armless and it just started stomping the ground making it shake as it was the only attack it could do.

Vivi then phased inside of the robots head making it glitch and spark and shake.

May jumped down next to Anthony and gave him a playful arm punch and said, "Well first win for A-next! She said happily as the robots head fell off followed by it's legs braking under it's own weight making the robot of doom officially destroyed.

the Six Teen heroes then reappeared on top of avenger tower in the real New York

May then pulled form her suit a camera and said, "Ok bring it in gang! We need a group photo!" they all got together and in a moment May said, "Now everyone say A-NEXT!"

they all yelled it as May took the picture.

Later on at home May was on her labtop posting it to the internet on a Spiderling account with the words, "the me and my fellow Avengers the next generation, just call us A-next!" she post it happily.

Peter petted her head and said, "that will do May That will do."

the tv was even still playing the fight against the robot.

Apple bloom blinked as she watched Lyra helping Anthony out of his armor and she said, "… I thought he was a robot."

Sweete belle blinked and said, "Gee that is awesome I bet super hero school is even cooler!"

May put a finger to her chin and thought about it.

At normal school she was buried under love letters when she opened her locker, in super hero school she could jump to the roof to avoid being buried.

In normal school in gym she couldn't use her powers to avoid dodge balls, in super hero school the dodge balls were to quick and to many for her spider sense to tell her were to go to be safe so she was still hit.

In normal school she had to deal with Normie flirting with her, In super hero school she had Ahura always hugging her.

In normal school she had teachers dirty looks, in super hero school she had her dad as a teacher embarrassing her.

May then thought about it and said, "it's kind of the same as normal school girls!"

At witch point Billy popped in he had a burn on his left hand, "THERE ARE SUPER POWERED GANGSTERS IN THE SEWERS!" he yelled in panic.

Marry jane blinked and said," … I bet no one has said that before!"

Meanwhile down below.

tombstone in a color reversed suit and hammerhead also in a color reversed suit were with goblin and Mr. negative.

Negetive smirked "Tombstone empowering your gang with the extremist virus I shall do the same for a few of my inner demons! Now then this is four two more and we will be ready! And it will be five if your gangsters got him!"

At witch point Ben Reily was brought in and in a moment Negative touched him making the red in his suit turn green, the blue to yellow and the white to black as he happily said, "And now it's five Welcome to our ranks Tarantula!"

the spider bowed and said, "Mr negative is connect to nothing so he is one with everything. Mer negative was not born so he can never die."

The negative man smirked as he walked along, "come along we have other things to attend to!"

Meanwhile in the city as Spiderman and Spiderling were swinging out to try and investigate the gangsters in the sewer they spotted black symbiote slime covering people making them look like the doppelganger as they attacked May said, "SONICS ON!"

While the symbiotes backed away.

Dark Carnage walked out and said, "So the rumors are true you found your little orphan spiderman but Dark Carnage wears the original now enhanced by eating other symbiotes and the spines of all who wore carnage to make my love better than ever there will be absolute carnage!"

Spiderman grabbed May and Web swung away, "May we need help! We need a plan we need to run to parker industry we need a better way to deal with an upgrade carnage!"

later in parker industry that was force field as the symbiote controlled banged it.

inside the two fillies were shaking as Luna petted there backs as she said, "don't worry I am sure spiderman has a plan!"

Spiderman was in the new suit Anna was working on as he made his fist and Looked to the others gathered Normie Osborn , Eddie and his son Dylan and he spoke up, "I do! Anna is working on park but right now we need the other part! First up I check our pony girls are safe there bodies are to alien for the symboite to feed on Marry jane I would put on my ironspider costume while I work on this part!"

he said holding a tube of black symbiote mass, "this is the symboite fragments in my system form being forced into three!"

Normie smiled," you can take the piece of carnage out of me!" he said happily jumping for joy.

Spiderman then load the tube into a large needle gun as he sighed and said, "yes and I am sorry but this will hurt, but not as much as having your spine ripped out and eating!" he said and outside the field there was a scream of pain.

then later all the symbiote bio mass was red now as normie was sitting down eating a Lolipop rubbing his left arm in pain as Peter said, "Sorry kid! Anyway as I though the carnage absorbed the other fragments we now have a jar of carnage! What Cletus wants! Bait!"

Eddie then stood up and said, "then hurry up and use that thing one me!" he demanded, "So we can have more!"

Spiderman instead put down the needle gun and pulled out a strange teaser and said, "or I could try this teaser who's set to match Mr negetives energy on you to try and recreate the anti-venom anti-symbiote allowing you to destroy the spawns freeing everyone with a touch!"

Dylan blinked in confusion before Spiderling said, "it will either shock your dad, or give make him an anti-monster curing his cancer and restoring his venom powers! I say do it!"

In a moment Eddie grabbed it and shocked himself as he said, "THAT'S WHAT I AM THINKING!" Red light filled with runes appeared as white slime oozed out his body making the pony girls all jump back in fear.

Luna pulled the two boys with them out of reflex as they watched as what looked like a color inverted version of the first form of magic venom symbiote appeared as Spiderman said, "Looks like the lead was that placebo magic symbiote you had in the war of the realms" he said dumbfound as the force field shattered.

Anti magic venom charged out as the symbiote controlled charged in and he yelled out, "I CURE YOU ALL!" his tendrils then burst out hitting all of them making the symbiotes burn off as the host returned to controlling themselves there was happy yet pained cries of "THANK YOU!"

That is when Anna ran in with a belt full of injector needles and a gun they could be load into yelling , " I GOT IT! I GOT IT DONE!"

Spiderman then charged out putting on the belt and putting the gun on it's holster as May who was shaking happily saw her Mom wall crawling in the ironspider armor as she said, "I AM SAVING THE DAY WITH BOTH MY PARENTS! YEAH BEST DAY EVER!"

To be continued.  
omake

Silver spoon was looking at button mash who was looking nervously as the sun was about to go down and the filly asked, "OK WHAT ARE YOU HIDING!"

the sun then went down as Silver spoon jumped back as Button slowly turned into his manewolf form and howled as she fearfully said , "No farther questions!" in a moment she screamed as Button tackled her but stopped.

she wasn't being attacked he as cuddling her making her turn red.

end omake.


	20. Chapter 20

In the middle of the symbiote chaos Reilly was swinging down on a rope of hellfire and gave himself a spin making him and his rope wrap around a group of symbiote dopplerganger making them and himself hang a few inches off the ground.

the fire soon burned the symbiotes off returning the people under them to normal as they cried thank you rapidly.

the Dark devil smiled as he made his rope vanished and turned to breath fire at another group of them making the same thing happen as he happily said, "It's ok now!" he smirked as he said, "The Dark devil! Fire burns away the symbiotic demons!"

Elsewhere.

Anti-venom roared as he held out his hand making his red rune filled magic bind a large group of the infect as he tackled them covering them with his tendrils making them scream as the symbiotes were burned away as he yelled, "I SHALL BURN THIS DEMONS OFF OF YOU GOOD PEOPLE! FEAR NOT HEROES ARE HERE!"

In a moment he saw enlarged ants seemingly eating symbiote bio-mash off people as he turned to see the new fantastic four. Scoot held his helmet as he happily said, "you aren't the only ones to figure out a cure! I simple need to get my ants to drink form a test tube so they could digest symbiote bio mass for about twelve hours if my math is right!" he said happily.

spinneret was hanging by a web and nodded, " yeah we can do this!" she said clearly happy.

medusa notice Eddie letting go of his now cured group and she grabbed more infect in her air as Skaar grabbed a fist full of them and Eddie jumped to cure both groups.

Meanwhile Web swinging through the city.

Spiderman was being chased by them his spider legs rapidly locking strikes from there claws at a blinding almost inhuman speed before he held out his wrist to fire off flames that burned the symmbiotes off as he smirked, "thank you enchanted spidersense and hellbrand powered flame throwers."

Beside him May was hanging on side of the wall watching symbiotes scream in pain form her suit's sonics as she happily said, "Sonics max!"

Marry jane was just rolling her eyes behind the ironspider suit's lens as it allowed her to wall craw on a wall and she stated, "I am sure someone else could have handled this we could have just taken our daughter and run to safety!" she stated clearly not happy about it as she turned when an alert told her to jump and she did avoiding a strike form one of Carnages infected.

Spiderman point to the container of symbiote biomass on his belt and yelled out, "HAY CARNAGE I HAVE THE CODEX OF ALMOST EVERYONE ELSE WITH A SYMBIOTE THE CARNAGE ONES TOOK CHARGE! I HAVE A JAR OF CARNAGE!

In a moment Dark carnage jumped down on to a roof top away form him as he said, "really smart baby real smart! Now hand over that jar of my love and I'll let you and that pretty little family of yours leave, and we wants has no trouble web man!"

Spiderman point his wrist at him and fired off the hellfire and Dark carnage charged through it as he yelled in pain.

Spider man's spider legs made an X over him to block claw strikes, "that thing is strong enough to fight through the pain!" he said in horror as Carnage roared while on fire!"

May web swung closer making Carnage slip and fall down, thanks to the sonics on top of fire!

the real Carnage used his claws to slow his fall and wall crawl on the side of the building as he let out a cry of " Ok daughter here to play but what about spidermother!? She going to do anything but look like a pretty little trophy wife?" he asked.

In a moment Marry Jane web swung away in fear and May sighed sadly, "Mom come back! The suit gives you spider powers! You can help me and dad save the day?" she sound disappointed but she quickly flipped up landing on the building a little higher when she looked down to where she was now had a large spike of biomass.

Spiderman grabbed the gun and load it as he nervously said, "I was going to hope to weaken himfirst but screw it!" he then tired to fire but he had to stop to avoid an axe hand strike that made him land on the street he looked up to Marry jane and shot a web line and zipped to her and hand her the gun, "JUST SHOT HIM WHEN HE CHASES ME!"

He then jumped down and in a moment Carnage web swung and tackled spider man making them land on side of a building making them smash through it's windows into an office.

Spiderman fired his flame throwers making Carnage jump off in pain as the fire grow Peter jumped up to his feet as the office's sprinklers turned on putting out the flames.

As Carnage's flames went out he sighed happily, "Nothing for third degree burns like a nice cold shower!"

Spiderman then went in to strike with his upper right spider leg only for carnage to make his hand into a sword blade and block it and Carnage seemed confused, "Dear to explain why I am not slashing through you like a chainsaw through a neck?"

Spiderman shivered as he said, " I took the stingers i was given to face the worthy and melted them down into this suit steel coating it's covered of mystic Asgardian metal!" he said happily as he fired off his left flame thrower the water put it out quickly but it still hit Carnage making him scream in pain.

Kasady screamed as he held his gut, "Dam baby came to kill!" He said happily running in for another slash.

outside Marry jane was looking in the suit's lens were targeting as May looked to her frozen mother and said, "MOM DAD WILL DIE! SHOOT THE THING AND LET IT DO WHAT EVER DAD HAS IN PLAN?! PLEASE DON'T YOU TRUST HIM?"

In a moment Mj closed her eyes and fired. The injector then flow and in a moment it hit Carnage in the back making him scream as he throw up slime.

The killer held his stomach as he said, "What's going on baby?" he seemed confused as he throw up more.

Spiderman took this time to kick him in the face knocking him out of the office and down to the street below as he jumped down web line zipping to an area near him as he smiled and said, "you and the symbiote have been inject with the extremist virus stage one is the rejection of your former genetic code! Symbiotes are pure genetic code so it's dying! And you once you are out of the cocoon phase you may have powers but the pyrokinetic ones will make your body poisonous to symbiotes! Or in short no more carnage!" he said happily.

Kasady looked at him be fore throwing up slime making his form shrink some as he said, "Well dam! Well then let's make Carnage's last kill SPIDERMAN!" He said as he charged in his hands axes slashing at peter who was just avoiding him.

Peter flipped and shoot a web line landing on side of a building watching as carnage throw up again making it so the left side of his face was no longer covered, "running out of symbiote already!" he said pointing to the jar still on his belt, "to bad this won't save you!" he said mockingly. As he jumped down to avoid carnage trying to tackle him.

while wall crawling on side of the building Carnage fell landing face first getting up his right arm and left leg was no covered.

Carnage throw up more slime as the symbiote was failing he put all the biomass he had left in to his left arm and charged with a massive drill lance only for spider man to flip out of the way and for Kasady to fall over no symbiote left as he continued throwing up the slime as the virus got to work.

Spiderman looked back standing in victory as he happily said, "No more Carnage! Just Kasady!"

In a moment Spiderling web swung down and hugged her dad landing on his back as she happily said, "Way to go dad you are the best!"

Marry Jane then came down and said, " yes you beat the bad guy, I think this would be the perfect time to quit!"

Peter and may's lens morphed and raised eye brow as she continued, "you can't keep pulling wins out like this tiger! You need to quit you're getting older and we have may to think of! You need to top being spiderman!"

May seemed clearly confused even if she was masked but her dad crossed his arms as May hopped off his back. Peter then declared something, " Marry jane Watson I will always be spiderman so long as I live!" he said firmly.

May held her chin imaging her dad as an old man still stopping bank robbers with his spiderpowers as she happily said, "Sounds about right! With great power comes great responsibility after all mom! Dad will always be spiderman and I will always be Spiderling… well when I am older I may change to spidergirl then spiderwomen when I am all grown up but you know what I mean!"

Marry jane sighed as she looked at them as she said, "We can't be together so long as you are spiderman tiger!" She said firmly let seemingly unhinged.

Peter sighed as he said, "then we won't be together." He said almost emotionlessly.

Marry jane growled as she fired a web line to the jar of carnage symbiote and pulled it into her hands as she growled, "IF YOU WON'T STOP BEING SPIDERMAN I WILL JUST HAVE TO MAKE YOU!" She then crushed the glass making the symbiote covered her.

In a moment the ironspider armor was destroyed by the symbiote as it replaced it leaving Marry jane in what looked like a red body suit Black knee high boots, sleeve like gloves a black one piece with a red diamond in the middle her hair was now made of tentacles tipped in airs but some turned into spiked clubs swords spears and even axes. Her face was now red and nooseless she had a massive now lipped fang filled mouth pure white eyes and black lines running form her forehead down over each eye connect by a black bar were her nose should be and she yelled out, "IF YOU WON'T LISTEN TO YOUR WIFE THEN YOU WILL HAVE TO LISTEN TO CARNAGE!" she said as she crush the injector gun

May and Peter's lens widen to show there wide eyed horror at this turn of events.

to be continued.


	21. Chapter 21

In the middle of the City in Shock May yelled, "SONICS UP!" Only for her suits sonics to short out as she sighed, "Oh boy!" In a moment a red impact web hit her restraining her to a wall.

As Marry jane Carnage Watson charged her hair weapons striking and stretching to hit Spiderman.

Peter was in shock but his Spider sense had him on Auto pilot his he avoid and his spider legs blocked or held back weapons as his mind tried to wrap his head around this Marry jane had never liked him being Spiderman out of fear of him not coming back of if he was unmasked.

But now she was willing to become Carnage just to get him to stop, and also the fact she loved him because he was brave and heroic so Spiderman was what she both loved and hated about him making it all the more confusing as he tried to wrap his head around this.

At that moment he stopped trying to understand it as his spidersense kept going off She had lost her mind, "you have lost your mind! Call it losing our daughter for so many years, Call it the skrull, Call it all the years you missed! Call it stress! You are not well and you need help!" he stated flatly.

Marry jane roared as she kept charging and screamed murderously " WHAT I NEED IS FOR YOU TO LISTEN TO ME AND STOP BEING SPIDERMAN HONEY BEFORE I HAVE TO BRAKE YOUR LEGS IN FRONT OF OUR DAUGHTER!"

May was struggling to brake free his her lens mimicked wide eyes and wet spots formed showing she was crying as the voice of Madame web said, "with great power comes great responsibility! But the world is not Black and white it is different shakes of grey! One act of responsibility can lead to problems not rewards. Take this your father is doing the right thing using his powers to help others, yet he is being punished for it has made your mother suffer mental stress and worries. Every action we take sends out ripples that effect all in different ways May!"

May closed her eyes as she remembered all the damage that happens when saving the day even back in Equestria, just ponies over looked it as she took a deep breath and in a moment she glow a little making the red symbiote webbing crack and in a moment she broke free as Luna, Applejack and Sweete belle arrived.

Spiderling spotted his father only defending not attacking her mom , "he still cares!" she said happily, as she span a web and swung and in a moment her foot land up side Carnage Watson's head.

Marry jane was knocked down as her fingers tips became foot long serrated blades as she roared, "HOW DARE YOU HIT YOUR MOTHER!"

May moved to the left to avoid a spike club hair tendril strike as she flatly said, "My mother won't be trying to harm me and my dad!"

MJ carnage roared as she yelled out, "LIFE ISN'T BLACK AND WHITE YOUNG LADY!"

May kept avoiding this time running on a hair tendril and spinning web around her left hand with her right making a boxing glove as she kept jumping form hair tendril trying to strike her to hair tendrils till she got close enough to use her web glove to hit Carnage in her face.

Marry jane stumbled back as May ripped the rip off and fired a line to web swing and land on side of a building wall crawling as she said, "I know! My Dad does the right thing by helping others and my mother was driving mad by worries because of the fear of what if his mask is removed what if this is the one time he doesn't come back! Then goblin took me away and the skrull happened!"

she jumped down to look at the growling carnage as she sighed, "I thought the world was black and white good and evil but I was wrong big time" She sound sad as she stood by her dad, "To my mom I wasn't the young lady who could protect herself I was still the new born she lost! So she worried about me and my dad, combined with the time she lost she couldn't handle it and snapped. I thought sense we saved her form the skrull it would be happily ever after. But there is no such thing as happily ever after things always change!"

Spiderman got up looking at his daughter in pride as he said, "and we have to change with them or risk being broken! After all I know while saving the day, we heroes damage the area around us, someone is going to lose something important, someone is going to be hurt thanks to it. You can't save the day with out someone hurting there is no pure good or pure evil! Sadly! After all if pure good was a thing we won't be here!" he said clearly hurting emtionlly.

All Carnage jane Watson did was scream as her hair weapons charged at everyone in the area.

As the spiders avoided Luna Grabbed Apple bloom and Sweete belle to fly into the air as she gulped and said, "I think we best let them work this out as a family." She sounded scared.

Marry Carnage screamed holding her head, "THIS ISN'T HOW IT SHOULD HAVE BEEN! I WAS SUPPOSE TO HAPPILY HOLD AND CARE FOR MY BABY GIRL! HER DAD WAS SUPPOSE TO FINALLY QUIT BEING SPIDERMAN TO CARE FOR HER AND IF SHE GOT HIS POWERS HIS DAD WAS SUPPOSE TO TALK HER OUT OF USING THEM! SO I COULD HAVE MY HAPPY LIFE!"

Spiderman kept avoiding his mask lens mimicking a raised right eye as he said, "Lady I would never give up being spiderman I would return to it sooner or later to keep my family safe! And in case you haven't notice our daughter wants to be a hero! She wants to save the day protect everyone and use her powers responsibly and I couldn't be prouder of her for it!" he said going form confused to proud towards the end of his statement.

May couldn't help but smile under her mask as she happily said, "Mom What you wanted was impossible you need to clam down and accept it! life can't turn out how you want but that doesn't mean it can't still be good" she said offering her hand out as she said, "Please mom Take off the alien slime and take my hand?" her hand had a faint glow, "I can help? Please mom let me help you!"

In a moment MJ carnage just screamed her hair weapons morphing the hammers and in a moment Peter Knocked his daughter out of the way as the hammers came down and hit him in the chest rapidly as Watson held her head screaming, "STOP BEING SPIDERMAN!"

In a moment a blast of blue energy hit her knocking her down as Luna flow down she had left the two fillies up on top of a building as she got down and saw spiderman getting up just fine as she smiled and breathed a sigh of relief.

Jane Carnage charged in going to strike at the princess, "HOME WRECKER I SEE THE WAY YOU LOOK AT HIM YOU ARE IN LOVE WITH HIM!"

Luna sighed as she made a magic barrier around her to block the strikes as she said, " yes but unlike you I know means making sure the ones you care for are happy even if it is not with you!" she said holding the moral high ground as she flow back dropping her shield as she used made to make a round barrier tube as logn as her and held it she made a staff out of magic energy, and she flow in using it to Watch Marry Carnage upside the head.

Marry jane got up charging with her claws her hair weapons morphing in to blades as Luna happily said, "I stepped aside I was going to allow him to be happy with you and his daughter like he want, but clearly being together is not enough for you! He has gained a fortune he could have given you anything yet you want him to be something he is not!"

Luna avoid the weapons morphing the tip of her staff in to a hammer head and she used her make shift magic energy sledge hammer to hit the Symbiote lady in the gut with a straight push form the weapon as she continued, " he loved you but he wasn't enough you want the impossible! He is right this world doesn't run in black and white, you think so long as he is spiderman he can't love you well news flash even super villains know love! Molecule man and Volcana are proof of that, so what makes you think a super hero can't love you!?"

Spiderman tapped on the hologram screen coming form the top of his wrist mount flame throwers slash computer and in a moment a beep came form may's suit as he held his left side and said, "May I repaired your sonics system and upgrade them!"

May nodded as she sadly said, "Sonics max!"

In a moment Marry jane screamed as the symbiote was in pain and was leaving her and in a moment Luna touched her forehead making her horn glow as the symbiote burst in to flames.

the symbiote screamed as it left Marry jane and growled into the sewers hoping to put it's self out.

Meanwhile down below the slime was grabbed by Mr negative making it turn white and blue as he placed it on one of his inner demons making it become a color inverted carnage and carnage walked beside his new master as mr negative said, "yes my sinister six are now complete we can now get the final things we need."

Later on May was looking at the window of her living room as her mother was load into and taken away by insane asylum workers as it rained outside, and she sadly said, "I blame Goblin and skrulls for this!"

Billy blinked beside her and said, "….so are your dad and the princess lady dating now?" he asked and May looked to her friend and said, "now is not the time to think about that but I hope!"

At that point Sweete belle and Apple bloom walked in, "SCOOTALOO SORRY WE MEAN MAY YOUR DAD LUNA UPSIDE DOWN KISS IN THE RAIN!"

May put on a faint smile, "… didn't think she was possible for the new mom list I made awhile back."

Meanwhile in stark industry Tony and his son were working on a portal machine and in a moment it lit up, and out came Rarity dressed like her Equestria girls counterpart.

To be continued.

Omake

In Equestria the Filly starlight was walking with her adopted mother Applejack looking around Ponyville every once in awhile she would see one of the super heroes and she would stare at the moment she thought she just never seen a mutant before because she was form such a smile village.

Applejack spotted her staring at Raze who was walking with Diamond Tiara and put a hoof around her to pull her closer, "Now now starlight it ain't nice to stare!"

She nodded and said, "right sorry mommy."

Meanwhile behind an ally Sunburts was holding his head after having memories forced into his head by trenderhoof who was back in full hybrid form.

he adjusted his glasses, "So the reason Starlight is a filly now is because this is a raise her right so she doesn't become an evil witch! Ok ok but did you have to force those memories in my head with the symbiote you could have just magiced it."

Hybrid had a mouth full of chocolate as he said, "This way was more fun."

Sunburst backed away and turned green, "Ok what's with the disgusting amounts of chocolate you eat?"

Hybird smirked a fangshowing tooth as he put on a bib and his tendrils held salt and pepper a fork and a knife as he said, "Phenethylamine symbiotes need this chemical to survive. It can only be found in chocolate or brains, So would you rather me eat chocolate or make ourselves a nice brain sandwitch!?"

Sunburst nervously shock a hoof as he said, "No no no keep to the chocolate" He then turned and ran away screaming.

end omake.

discord then popped up, "As we didn't have time to state it I am the reason stalk's portal worked rarity won't be bitching about not having a boyfriend anymore!"


	22. power ponies and scarlet spider

In Stark industry Sweete belle was hugging Rarity happily as Tony stood bye Peter.

Tony looked to Luna then to Anthony talking with Apple bloom, then to May who was looking sadly out of the window, "so how's your daughter taking all this?"

Peter rolled his eyes and adjusted his tie, "as about as well as me when I found my mom was a super villain."

Meanwhile states away in Hudson.

The Demagoblin was in the air the on her flaming glider throwing her dark magic pumpkin bombs that explode in to hellfire upon impact laughing.

Till Radiance made a dome over the streets below holding them back as she growled as she angrily said, "Great more Carnage clean up!"

Saddle rager dropped out of the air and went down and used her shehulk strength to punch the demon female goblin in the face before flapping her wings and saying, "At least it isn't a symbiote!" she said happily before saying, "And why won't Bruce call me did I come on too strong following that adventure against abomination?"

Zap was using her necklace to call down lighting to strike the stunned goblin as she said, "Will you focus Saddle Rager he probably lost his phone when I hulked out at night!"

The Demagoblin flow out of the way holding out her hand to fire off a heat ray form her hands only for Masked Matter horn on a roof top to fire off a cold beam to counter it as she held the side of her head and said, "Focus! Focus! This is a demon!"

Fili-second then appeared behind masked matter horn and put a cross necklace on her, "here it'll keep the demon away!" she then ran off holding a paint brush as she painted a large cross in the ground and happily said, "DEMON BE GONE!"

the Demonic enemy growled as she hovered higher and flow off wanting to get away form the cross out of instinct.

In a moment the Goblin Demon hit a large web and noticed Scarlet spider crawling down as she said, "Well if it isn't spiderman's bootleg!" In a moment a hoofarangs with a cross paint on it hit the goblin in the back making her scream in pain.

She then turned to see Mistress mare-velous holding eight more and throwing them rapidly as she said, "It doesn't matter how he came to be he is here he is alive he is his own person he is a hero and most importantly he is my boyfriend!"

the Goblin throw flaming throwing stars to hit and block the mares weapons as she flow up higher growling as she looked at Kaine and said, " yes yes… he has done some virtuous things and they out way his sins of the past! Yes yes! You have earned the titled of hero Clone! But that just means you are a really good copy of spiderman!" she said as she throw a flaming pumpkin bomb.

Kaine web swung out of the way as he growled saying, "I'll take that as a complement!"he then got close and popped his left stinger to try and stab the female demon.

Only for the Goblin to breath fire knocking him back as he screamed for a moment before the fire died down and the Goblin rubbed her chin as she watched the flames go away, "My flames burn the darkness within ones soul, for it work and then die down means you have a soul and it has hardly any darkness within it now! Coagulations you are such a good copy you have a soul and there by are alive!" She said shocked.

Ben was falling till he shot a web line to spin to the side of a building his suit repairing it's self as he happily said, "Well now good to know!"

Masked matter horn was being held in the air by Saddle Rager as she went to fire off an electric beam for her horn.

Only for the Goblin to fly out of the way on her glider made of hellfire and look to the power ponies and asked, "you six are truly virtuous but you do not belong here! With my magic I could send you home form this sin filled world! Won't you rather protect your own world?"

Fili-second looked up and said, "I would like to return home but if it means abandoning scarlet spider no way!" she said running up the side of a building to land on the roof still painting Crosses making the Goblin moved away slowly.

Radiance was standing on a plat from as she made an energy cross making the goblin move back more one way as she said, "Home is were the heart is and while I miss humdrum, this has become home!"

Saddle rager then said, "and I had a date here never got asked out back in maretropilis!" she said happily as she held Masked matter horn.

Matter horn fired off another beam as she happily said, "We don't make deals with evil!"

Zap called down lighting to strike at the Demon but some how she avoid both attacks as she said, "No way I'll make a deal with a nag like you!"

Mistress Mare-velous was throwing more cross painted hoofarangs as she happily said, "I am not leaving my bow the scarlet spider!" she said happily.

the Goblin once more throw flaming throwing stars to block the hoofarangs only to gasp when she felt a pain in her back and looked up to see Scarlet spider grabbing on burning her back with the mark of Kaine power.

Scarlet spider then smugly said, "they horded you right to me!" he said moving one hand down and one across leaving a cross shaped burn! As he flipped off and shot a web line to swing to Mare-velous side.

Demagoblin screamed in pain holding her head letting out an unearthly cry of pain form the cross burn, "IT HURTS IT HURTS!" The scream then turned super sonic knocking all the heroes back and shattering glasses.

Kaine's stealth suit turned on bending the sound around him allowing him to move closer as he said, "Well it's shriek body she is using!" In a moment he got close and webbed the demons mouth shot before jumping down in a moment the Demagoblin explode outwardly in one loud bang.

Kaine was on side of a building as it hit and he saw the Demagoblin falling out of the air no glider landing right on the roof of a car the cross burned out by the blast. He looked down and saw the thing breathing and said, "fuck it is still alive!"

Fili-second was holding a cross and praying for a moment before running off and getting rope to tie the demon up with before painting a cross on the rope to keep the demon trapped as she said, "This place his now clean…in a manner speaking."

Zap's eyes widen as she point to the water to see a building " is that the maretropilis Gazette!?" she sounded stunned.

Saddle rager flow down and set masked matter horn down and flow up and said, "it is!?" she sound stunned as she touched her face, "I haven't seen it sense I became professor Saddle rager! How?"

Kaine growled up and looked, "it's over in the ocean I think as our demon lost control and overload after making an offer to send you to it she brought it here!"

Mistress Mare-velous in a moment swung her lasso ropped Kaine and pulled him down and lift his mask up a bit to kiss him and she when she stopped Kaine asked, "Most you do that after every win?"

she smirked and winked at her boyfriend, "you know you love it!"

The scarlet spider took off the rope and he said, "yeah yeah!"

radiance smiled, "…. I wonder what happened while we where away!" she then made a pink energy wing and hopped on it and said, "Hope on gang I'll take us!"

they all got on it and flow off to the new city brought over as an island. As they got closer they saw what looked like Hum drum in anthro form adding a black body suit dying up an anthro version of long face as Radiance landed, Fili-second comment, "wow Hum-drum you became awesome while we where away. "

the former side kick turned happy to see them before his eyes jumped as he spotted Kaine and Masked matter horn rolled his eyes, "this is scarlet spider we and then our city was brought to the human world, he is a Human hero, he has some attitude but having a super villain for a mother will do that, he's been our guide and start dating Mare-velous."

Saddle rager heard a beep and took out a phone and jumped for joy, "HE TEXTED YES!"

Fili-second, "Mr. Spider also has a super hero brother sister niece nephew and one super villain brother we don't talk about. Anyway come one ladies he showed us around his home let's show him around ours.!"

there was then a blast.

Masked matter horn said, "After we save the day Hum drum you will love Scarlet spider!" She then saw there spider already swinging off.

Masked matter horn dashed off behind, Fili-second ran off at super speed with a cry of " YEAH!" Saddle rage and Zap flow off.

and hum drum fired a grappling hook to sing off as Radiance made her self a copy of the silver surfers board to fly off into action, " it never ends That's why you have to love it!"

To be continued.

Omake.

filthy rich was trotting around " were am I going to find a divorce lawyer ?" he asked himself Spoiled hate of mutants was getting out of hand he had to get away form her that is when he heard a sweet voice say " I am a lawyer I can help!"

he then turned around and his eyes turned into hearts for there was an earth pony mare with green fur darker green mane and tail, a gamma symbol cutie mark, lime green eyes she looked like Fleur de lis and was slightly taller then Celestia as she said, "I am Jennifer walters A.k.a The she hulk?"

Filthy muttered struggling to form a sentence before saying, "Nice to meet you!"

end omake


	23. vampire hunt

In the Parker Manor.

Luna was on the touch in a little black backless dress, and black heel boots and she was sitting next to Peter.

May rolled her eyes as she saw Applebloom jumped at the movie they were watching.

Sweete belle choice to stay in stark tower with her big sister but Apple Bloom was screaming, "THE VAMPIRE IS BEHIND YOU! NO NO DON'T TRUST HIM HE TURNED!"

May rolled her eyes, "Apple bloom I would hate to see you meet a real vampire…"

Luna laughed and was about to say something and she heard a knock at the glass and saw hovering there in the air a pale skinned man who's dead skin shined in the light of the moon his bat like nose and ears showing his red eyes glowing and his fangs showing as he hissed, the princess of the Night jumped and screamed hiding behind the couch, "VAMPIRE DON'T INVITE IT IN!"

Apple bloom screamed and hide behind Luna and Peter got up and rolled his and he said, "Day walker definition vampire with noun of the weakness as Morbius became a vampire form a potion he made to cure his illness he is one as he doesn't count as a true vampire!"

Morbius put his hand to the window showing lots of little mouths as he stepped in by opening the window making Apple Bloom scream, "RUN A STAKE THROUGH IT'S HEART KILL IT SPIDERMAN!" She yelled.

May rolled her eyes as she stood up, "Apple bloom you are here thanks to a dream Demon, you met my cousin he's technically a demon how is this scary?" She asked before adding, "beside He is one of my dad's friends and part of the howling commandos that's a super team of all monsters."

the apple growing filly faint into a shaking Luna's arms, "… What's next a city of monsters below us?" Peter whistled as did May and Morbius and Luna fainted taking a hint.

Later when the two faint ponies were awake and shaking as Morbius sat at a table with Peter.

Peter crossed his arms, "did my blood help cure werewolf by night of the zombie curse?"

Applebloom's eyes widen as that means Zombies and werewolves were real, and Morbius nodded before saying, "I can smell your fear child!"

A second later apple bloom was sitting on Luna's head as Luna was hiding behind the door way shaking at the vampire in the house.

May walked in drinking a soda as she said, "So what brings you to the parker manor Morbius? Do you and the other howls need help defending Monster metropolis?" she sound kind of hoping that the answer would be yes.

Morbius laughed and held his stomach, "No child! I don't need help their it is a personal matter, you remember my potion Parker?"

Peter nodded as he crossed his arms, " yes in high school you thought my blood witch I was checking for mutation was part of my science project took it and used it to try and cure you using bat DNA and Bam you are a monster." He said remembering it.

the living Vampire rolled his eyes as he said, " yes yes if I knew what I know know.. But the point remains you know I destroyed all record of it and hit my own head till even I forgot so it could never be used well the other day I stopped a vampire who planned on feeding on an orphanage, I tied him to a pole planning to destroy him with day light but the light of the sun did nothing to him!"

Morbius put his hand on his heart, "It was then I touched his chest and I felt it the same things that protects me form the weakness of the vampire curse a beating living heart!"

Behind the door Luna and Apple bloom where still shaking as Morbius said, "So I ripped off part of a tree to stake him then I flow off all the way here. We share the same neogentic nightmare Parker! We share similar origins; we even technically share blood! I need help finding more of these other living vampires and hunting them down!" he pulled out a necklace with a pendant on it. "This was wore by the other living vampire!"

Peter looked at the pendant it had the symbol of an black X with a red line going throw it by side ways and above , in a white circle and a blue dot in the middle he looked at it as he held it up to the Tv still playing the movie, "well we have one lead look to the tv the fake vampire in the movie is wearing the same one!"

Morbius turned to the tv and rubbed his chin as he gasped, "that is him! That is the living vampire I staked to stop him from drinking the blood form orphan children's veins!" he said angrily his fangs out and his eyes glowing red

Apple bloom was crying as she whimpered out, "I got to go change my pants now!"

Peter put on his suits spider leg backpack as his suit came form it forming around him as May hit her watch making her costume appear.

Spiderman opened the window and fired a web line, "then let's check the studio it was filmed at, it was filmed locally I know I end up owning the studio as part of a merger!" He then web swung away.

May then web swung behind her dad as she yelled out, "GOING VAMPIRE HUNTING YEAH!"

Morbius then flow out behind them saying, "Lead the way my old friend."

Luna then used magic to shut and lock the window before she let out a flat, "We most rub garlic on everything!"

Apple Bloom gulped," but they fighting weaknessless vampires princess Luna it won't do any good." He said shaking with fear.

Later on at the small film studio Morbius sniffed as he said, "I smell it I smell the same scent, I smelled on him! That strange smell!" he sound confused yet excited as he added, " yes my friend this is a lead!"

May was looking around wall crawling as she came to the same pendant on a table, "look another?"

Peter looked at it running a scan through the lens on his mask as he added, "while they do make copies of props in case of loss of thief my scan shows the symbol was inspired by a story form the film makers home land some small country that got gobbled up by another a few years ago.. and it's a vampire story… That's all I got I can't even get the maker's name or details.. no translation.. for the story!"

Morbius leaned against a wall rubbing his chin as he said, "… lots of connections that shouldn't be to that movie.. let us say the movie is the stories translation. How did the movie go?" he asked trying to find a clue.

May smiled as she said, "I have seen it many times a man accepts the pendant as payment for repairing a man's door. He puts it on and fills ill soon he bites his doctor and discovered the pendant has turned him into a vampire and he can't remove it. His rampage is stopped only when his sister stakes him then when she goes to see the man who gave her brother the pendant there is no house there or any trace of him. Final shot is of the same man giving another pendant to someone else as a gift."

the Placebo Vampire rubbed his chin as he said, "odd. Odd.. very odd.. But it doesn't give us anymore clues.. to the connection between them other then our master mind probably being a fan of the movie to the point of obsession… unless… what if the story be true..and it's the man form the story continuing it… and the fact of the matter is the living part is just a Coincidence not my potion remake…. Spiderling did the vampire from the movie have any weakness?"

May happily wall crawled to the sealing to look down and into Morbius eyes to politely say, "Noun what so ever but he still felt the need to sleep at night and who won't die form a stake through the heart."

Peter held the pendant Morbius had as he said, "… well that movie is years old no way he could have become a vampire form filming."

Morbius rubbed his chin as he held out his left index finger, "you forget parker while turning stories into movies things are cut for time! There was probably a long transformation into a day walker in the original story not the movie, so let's assume it was wearing the pendant in this move that made him a vampire. Meaning it be that pendant you hold that creates daywalkers."

Spiderman pulled out the pendant form his belt and crushed it making Black smoke come from it an Action May was about to copy but she stopped herself and said, "wait can't we have Luna try and track it?"

Morbius smiled as he said, " bright child! We search for more pendants and destroy all but one!"

Later on in the parker manor.

Luna was shaking as she made her horn glow as she made the pendant glow and she shivered, "It's so filled with dark magic it scares me more then the vampire!"

Morbius then opened a closet and yawned, "our investigation ends for now the day comes!" he then flipped up hovering upside down as the door closed and he went to sleep.

Apple bloom was crying, "THE VAMPIRE IS SPENDING THE DAY!" She ran around screaming and crying.

May rolled her eyes as she said, "Ok Luna who I hope to be able to call step mom can you track it!" she then covered her mouth in shock at what she said

Luna blinked at the comment before shaking it off but smiling at how red Peter was, "Yes I can find more of them!... Darn it ! that means I'll be traveling with a vampire tomorrow night!"

To be continued.

Omake

Meanwhile in Equestria.

Trenderhoof was swinging around Everfree making Zecora run at the sight of the symbiotic monster before he said, "That's offensive!" he sound hurt before he jumped down and sniffed around he smelled symbiote biomass that wasn't his.

He saw what looked like Black slime as he growled, "VENOM!" he charged only for the Symbiote to slime on to a timber wolf making it turn black white and grow twice as large.

Hybrid formed lots of blade tipped tendrils as he charged yelling, "WE ARE NOT SCARED OF YOU FATHER!" he yelled charging.

That is when Applejack and Starlight trotted up and Venom roared, "MOVE ALONG DAUGHTER IN LAW AND GRANDDAUGHTER GRANDMA AND DADDY ARE TRYING TO KILL AND EAT EACH OTHER!"

Applejack grabbed the filly and ran off yelling, "KICK IT'S PLOT TRENDER!"

End omake


	24. Chapter 24

The following night.

Luna was in the air Morbius behind her spiderman and Spiderling swinging behind her.

She was dressed in black shorts a black sideless long skirt over them with a crescent moon at the button a silver metal melt silver meal high heel boots, silver arm and bicep bands a silver metal bikini top and a silver tiara she figured if she was going to work with super heroes she want to look the part and maybe just may make Peter blush a bit under his mask.

her horn was glowing as they came town to the top of some warehouse on the docks as she said, "this is the place I sense the largest amount of those dark magic pendants!"

Morbius then punched the roof making a hole he jumped down throw and Peter sighed, "such much for planning come on everyone let's go save the vampire!"

In a moment they all went down May and Peter crawling on the roof and there eyes widen the place was filled with those pendants, and Morbius was battling the maker.

the Maker was a man in a black suit and tie and no face, he had Morbius by the left leg easily lifting him and slamming him into the solid cement floor over and over like it was nothing. "Gee never though I would meet a not a true vampire not born form my pendants!"

At that point Peter point and fired his wrist mounted Flame throwers at the thing making it let go of Morbius to jump back and avoid it.

The faceless man looked to the two spiders and the eyes widen in horror Princess Luna the room had a bit of black smoke showing Spiderman had burned some of the pendants.

the faceless thing clapped and said, " Oh look I've been found before I have a chance to put on a face!" He said cold before he held out his right hand and fired off a Black energy blast making the three heroes get up.

Morbius then got back up hissing as he grabbed the sides of the faceless monster's head with his palms only for the thing to turn and elbow him in the face knocking the placebo vampire back as he laughed, "Mini mouths for blood sucking on the hand interesting but I have no blood so that won't work!"

Morbius hit back first on the wall with a hiss!

May then fired off some impact webbing balls form her web shooters they hit the thing and encased him but he easily just pushed his way out of them and dust himself off.

May's lens morphed two wide eyes, and in a moment Luna fired off a magic blast form her horn only for it to pass right through the thing behind this like he wasn't there.

the beam did manage to brake a hole in the wall of the place and the faceless guy sighed, "gee the cops will probably show now! I have to move now! Well bye assholes you managed to do what no one else could force me to leave a town before I was ready to leave a town!"

the faceless man clapped his hands making the pendants all explode filling the room with black smoke and in a moment when it tied down the warehouse the faceless man and the pendants were all gone like they where never here just like in the movie.

Morbius held his head and growled, "What was that thing!? Were did it go?!" he roared out in rage.

Peter put a hand on his shoulder and said, "We will probably never know the answers to any of those questions Morbius! And I highly doubt there is any trail left!"

Luna nodded as her horn glow and she crossed her arms, "It is true I can't sense anymore of those dark magic pendants anywhere. They are all just gone!" she sound nervous like it was impossible but yet it was true!

Morbius hissed in rage before taking to the air and saying, "then we have failed! More people will suffer form his placebo vampires as we could not stop what ever it was! We should all feel a shamed!" he flow off out of view.

Spiderling sighed sadly as she said, "…. Gee a lost… this is new feeling dad…." She said sadly.

Spiderman put a hand on his daughter's shoulder as he said, "I know… it never gets easier but they happen!" he said sadly as he shoot a web line to swing off May copied to action as Luna flow off behind them sadly.

Luna sighed, "not how I hoped this would go I mean I got all dressed up and everything!" she said putting her hands on her hips as she fell.

Meanwhile at the parker Manor Apple bloom was shaking in a make shift fort of pillows wearing a garlic necklace!

AppleBloom gulped as she looked at the window to see Morbius only to smile when he flow past them and she jumped for joy, "YAY! HE'S GONE IT'S OVER NO MORE VAMPIRE IN THE HOUSE!"

She did a happy little silly dance before May came in and said, "We lost the thing making more daywalkers got away to continue to make super vampires!"

Apple bloom then ran screaming out of the room in terror.

Peter then web swung in as he looked at his daughter arms crossed and the little spider girl said, "What she was going to ask what was up!"

Luna then flow in closing the window with her magic as she flipped her mane, "What a horrible turn of events such horrible dark magic free to move along!" she then looked to the tv to see a vampire movie playing and in a moment she magiced the remote to her and turned it off. " I have had enough vampires for a few nights!"

Elsewhere.

in a secret room the Maker was talking with Mr. Negative, and Negative asked, "So how goes the singularity getting us what we need?"

the maker crossed his arms, "My Avatar on earth 9997 is gathering the unaltered terrigen Mist so freely flowing in their atmosphere as we speak when he gathers enough this avatar and that one will switch place so we have it. Keep in mind I am only helping you with your plans as it will speed up the evolution of this world to it's prober state such as earth 9997 itself. This earth like so many others should have end up like Earth 9997 but sadly thanos altered his Terrigen Mist so it didn't work as it should have!"

The maker then turned to leave.

Negative likewise turned to leave as he said, "Very well So long as I get what I want all is well!"

The maker turned watching him leave as he pulled out a machine and smirked at it looking at the readings, " yes yes, only a little while longer till I can make this earth into a new age by uplifting the animals who live here repressing it's rightful rulers to the level of said rightful rulers. An act of kindness they should thank me for!" He said coldly.

Meanwhile.

In Equestria the pony version of the Maker was trotting around knowing what all his other Avatars in all the other realities knew.

the evil Reed Richard looked in to a lake and stated, "This worlds fate and it's possible will help one Avatar on it's mission to uplift it's reality!"

the thing then stretched up to reached for a device as he turned back to a machine he was working on, "just have to make sure Negatives portal leads here and not only will there be one less Avatar need but two worlds shall be uplifted completely."

to be continued.

Omake.

Hybrid was watching Starlight chase after a butterfly happily form under an apple tree when applejack trotted over and sat down next to him and comment, "ah hates having to hide and lie so much to make sure Starlight doesn't end up as she could have and all that!"

Hybrid looked at his left fore limp and stated, "and at the end of the day we wish Venom didn't get away or damage to the point we had to eat all of that chimera's brains to keep our symbiote keeping… don't worry we brushed our teeth before kissing you!"

Applejack looked a little green as she gulped, "not ain't as comforting as you's heads thing!"

Hybrid just rolled his eyes or symbiote eye marks as he added, " we respect Chimeras they have almost as many heads as us!"

End omake


	25. the weird spider

The following Morning May was Spiderling jumping form building side to building side avoiding metal tentacles swinging form web line to web line around them as she looked to the Villain controlling them Lady Ock.

the Super Villains growled as she yelled out, "WHERE IS SPIDERMAN!?" She said as her upper tendrils held up and fired beams form there centers that May avoid with one swing.

May jumped off her line as she happily said, "On a date! So I am going sole Today! Like dad said I am a big girl now I can handle a few costumed crazies!" she said happily as she land behind Lady Ock and fired a web line and pulled.

In a moment May zipped to the back of the harness and Lady Ock laughed, "you fool! I have a force field shielding my body!" in a moment her metal arms locked up and she heard sparking.

May was holding wires in her hand and a broken piece of panel in another with a smile, "… not anymore!" She then back flipped down leaving her hanging there in the air by her lower set of arms.

May smiled before swinging away as the Super villain screamed in rage, "I LOST TO SPIDER BABY!"

Spiderling happily flipped as she shot a web line as she smiled," Dad and Luna's first official date! I just beat a super villain all by myself Today is an all time high!" she said happily landing on side of a building and looking out at new York city, "If you can make it here you can make it anywhere they saw well I am making it!"

She then happily swung off with a " YEEHAW! WHO SAYS YOU NEED WINGS TO TOUCH THE SKY!"

Meanwhile a world away.

Trenderhoof had his symbiote retract as much as he could covering his symbiote body patch with a poncho as he was walking with Applejack and Starlight through Dodge junction.

Applejack out of the corner of her eyes spotted her cousin Braeburn cuddling the towns local here on earth he was known as ice man but here he was ice Mane currently in his ice form. " Well good for thems! Now Trender honey whys we come all this way here! It can't be cause of Venom you symbitoes ain't like the heat!"

Starlight nodded but in a moment Trenderhoof used his normal pony hoof to point to black webbing and her eyes widen as he added, "What better place for father to hide then?"

Applejack shivered as she said, "ah's wishes you would stops with the calling it your pa thing! Well it did spawn four fifths of you but still …. Can't you try to stop it?"

The hybrid's mask start to form around his left side as he said, "No we cannot but we can sense the Symbiote that spawned us father is near" he said pointing to a Saloon only for applejack to grab Starlight and run off with her into an alley way on the other side of the street.

In a moment a roar was heard father by a different one as Ponies ran out screaming about monsters.

In a moment IceMane slide in on an ice ramp the human mutant turned mutant earth pony soon saw Hybrid and Venom bursting through a wall venom lacking his spider symbol as he roared at hybrid, "Time to die son!"

Hybrid looked to Ice mane, "Sorry dude Ice isn't a weakness!" he said as he summoned his blade tendrils and charged in to try and slash through Venoms only for the hybrid tendrils to grab something and pull him around as Icemane released a burst of cold.

In a moment Venom was frozen in a block a moment later the slime drilled out and slimed away leaving it's random earth pony host behind in ice and Hybrid looked to the Ice mutant and stated, "Now how we going to melt that poor unlucky guy out? And not only that do you know how long we were tracking Father to stop him! Now we are back to square one!"

Braeburn trotted up only for Applejack to do the same thing and say "Cousin you tell your bow to leave my bow alone!"

The apple cousin blinked before adding, "I'll control mine if you control yours because it looks like they are about to start striking."

Elsewhere in Equestria the Pony Avatar of the maker was at a glowing pool of water and he collect some in a jar and in a blink it was gone.

Meanwhile on earth the maker was holding the jar the his other Avatar had collected and poured it on a spider making it turn back into Itsy bitsy.

The six armed female created form Mixing the DNA of spiderman and Deadpool stretched her six arms and comment, "Thanks tall dark and deformed head! What can I do for you to repay the return to action!"

The maker then stated, "Keep spiderman busy for a bit longer till my plan is ready for action!" he stated as he walked away."

Itsy bitsy smiled as she jumped out a window and fired off a razor web line and swung happily saying," Messing with one of my daddies you got it dude!" she giggled happily, "I wonder if my scent still drives him berserker"

She then stopped on a fall and noticed a screen showing the mayor talk on and on about Spiderling the rest of the spider family and the girls multiple eyes sparkled as she happily said, "Joy I have a new sister to mess with!"

She then happily continued to swing away going, "I got the best of Deadpool and spiderman's powers and Daddy deadpools insanity! I am Itsy bitsy! The crazy ass murderous spider ready to kill criminals in daddy spiderman's name."

Later In new York. Deadpool was jumping form building to building as he yelled, "HELLO SPIDEY IT'S ME WADE! ITSY BITSY IS BACK! I KNOW I READ THE SCRIPT AND YOUR NEW POWERS ARE GOING TO REACT TO THAT WHOLE SHE CAN DRIVE YOU CRAZY POWERS OF HERS REALLY BADDLY BUDDY!"

That is when he heard a roar as Spiderman in his great weaver form formed and his spider legs slashed as itsy bitsy who was happily saying, "What a pretty new side of you daddy, your fangs are so large your eyes so void of humanity and your claws ground sharp for killing! It's an epic look for you!"

Deadpool then jumped in the way getting a sharp spiderleg through the gut as he yelled, "YEP THAT SUCKED DAM YOU WRITERS! MAKING ME THE SLAP STICK GUY BECAUSE I CAN'T DIE! SPIDEY BUDDY THIS AIN'T YOU! WHAT WOULD MAY THING!"

In a moment Spiderling Land on her father's back as she growled and she put her hands on his back making them glow and in a moment the Exoskeleton fell off to reveal Anna's latest suit the spiderleg still in Deadpool so peter removed it.

Deadpool gave a thumbs up, "thanks Spider baby!" In a moment Itsy bitsy yelle,d "HAY SIS THIS IS MY DAY WITH DADDY SPIDERMAN!"

May's lens morphed a confused look and Deadpool said, "Nut job mixed a bit of me and a bit of your dad together and it made that!" he said pointing to the web swinging away Itsy bitsy, "Confusing ain't it?"

May nodded as she hopped off her dad's back, "very! So that's like my sister?"

Peter shock his head as he held it and said, "genetically speaking but I can't get to close with out her driving me crazy, Clearly it's enough to make me turn into the great weaver like when I clobbered Eris. Wade I hate to say this I really do but you are coming with us!" he then turned and web swung away followed by may.

Deadpool followed using his teleporter to keep appearing beside Spiderman, "I gets to meet the winged unicorn lady yay! Bring it on I have been looking forward to this arc sense I read the script! Can I invite my daughter Elly she would love to meet the pony people!"

Peter looked at him confused as he let out a flat, "poor child! Yes you can if only so she can be around a responsible adult!"

Deadpool yelled and picked up a phone and said, "hi Elly ask Preston to bring you to the parker mansion we meeting the pony people! I know right! Hold on I will tell him, She says thanks you mr Spiderman no wonder my daddy comes on and on about you!"

Spiderman's left lens mimicked a raised eye brow as he land on side of his manor as he said, "I do not even want to know!" he then opened the window and head in with the others.

elsewhere in the power ponies base Kaine was up walking towards the window opening it and crawling to the top as he rest his head on his chin as he said, "I feel like my brother is in for a massive headache for some reasons!" he then answered a phone call.

Kaine said, " yes Teresa I got the same feeling. Can't explain it but it seems like it'll be a big headache."

To be continued.

omake

In Equestria the now divorced and there by Once more named Spoiled milk growled as she watched Filthy rich trotting side by side with the Shehulk as she spat with Venom, "he would rather a freak then a normal mare like me! He will pay. He will pay!"

That is when a hood and robed pony walked by and hand her a jar, "then use this there are instructions it'll let you get your payback!"

he then left and once far away he removed his hood to reveal the maker's mask with a smirk."

End omake.

Deadpool smiled as he showed up past the end omake sigh and said happily, "Nice to be back in one of this stories all ways so interesting and weird read and review this man's stuff he is Deadpool approved and I am not just saying that because he typed it!"


	26. deadpool

Later in the Parker Manson Luna was happily taking a Picture with Elly as she looked to Peter blushing they had a lovely first date but that had to be ruined by another villain.

Peter was in his spiderman outfit mask off as his used his wrist gauntlet to show images of Itsy bitsy and his great weaver form to May, Wade, AppleBloom and Anna, "So here is our problem Itsy bitsy is made form mixing Me and Deadpool's DNA she has both our powers augment by eachother, her web is razor sharp letting her use it like a whip sword, armored arms with claws and Deadpool's crazy."

Deadpool held up his hand, "I just want to point out my crazy is form being experiment on painfully to make an unkillable solider not a natural part one there spidey! Now I am going to let you finish explain the main problem when dealing with this thing that shows we most keep our blood lines apart no matter what!"

Peter rolled his eyes as he enlarged his great weaver states image as she said, "her body let's out a pheromone will it has no smell it drives me crazy! And right now thanks to my powers being enhanced that leads to me turning into the great weaver and going berserk!"

Apple bloom faint at the images of spiderman as a monster and Elly jumped as she said, "… being around her turns you into a monster spider ok I sees the problem!" she said shocked.

Anna rubbed her chin and said, "if the problem is a pheromone I may be able to help with that give me an hour I can make an air filter for your mask so you can fight her as you Boss man!" the little women then walked off to go do her job.

Deadpool then opened the window, "Ok then I guess that means me and Spiderling have to go track her down and stop her form cutting off criminals heads in spiderman's names Come with me little spider!" he said jumping out with a yay!"

May looked to her dad who sadly sighed for her to go, she hit her watch making her costume form as she web swung out following Deadpool as she said, "going to be one of those days!"

Elsewhere in an alley way Police had just found a headless body of the bank robber they where chasing and above him was Itsy bitsy who giggled cutely, "this heads have been cut off in honor of…" before she could speak fire hit her making her jump down and roll around yelling, "I AM ON FIRE!"

that is when she got up to see Dark Devil holding two flaming clubs as he jumped down.

the Wade peter combo lady shot out six web lines and swung them dark devil's way like webs only for the clubs to burn through them as he flipped around getting close enough to merge them together and hit her up side the head with the flaming club.

Itsy bitsy jumped back screaming as she slapped her face to put out the fire on it as she said, "KID DID NO ONE EVER TEACH YOU NOT TO SET LADIES ON FIRE!"

The police where running away in fear at this point.

Dark Devil fired off a flaming line and pulled on it making him zip Itsy bitsy's way where he land a two foot kick to her head as he yelled out, "My dad was spiderman's evil clone, and I am an eyeless demon thanks to my hellbrand lady! Tell me witch one of us is more scary!" he then breath fire at the fallen villains way.

she screamed in pain as she hot off a web line and span away yelling, "Ok ok made your point their cousin!" she said in pain.

Later on she was handing on the side of a water tower as she panted, "Gee can't have no fun with out being set on fire in this town now!" she said sounding sickened by it.

A moment later she jumped to avoid a gun shot and turned to see Deadpool holding his guns cross arms as he said, "door knockers don't kill people I kill bad people with door knockers!" he said firing.

Itsy bitsy flipped avoiding shot after shot as she asked, "So daddy Deadpool were is daddy spiderman!"

A moment later Spiderling was on her back and she yelled, "HE IS MY DAD NOT YOURS!" She then covered her left hand in webbing and hit her upside the head with the make shift boxing club knocking her away making May land on the roof top on her feet.

Itsy bitsy span a line and was going to use it like a whip sword to slash Spiderling but she quickly turned and used it to block a Katana strike form Deadpool who dropped one of his guns.

A moment later May land a round house kick to the blue girls head knocking her away.

Itsy bitsy was knocked back holding her head as she said, "I get it! little sister has a spider sense so I get no warning for her! Daddy Deadpool distracts little sister hits me!"

Deadpool span his katana around as he said, "simple but it works! And simplest plans and plot lines are some times the best ones! Just like nothing is scarier like that thing making the day walkers with those pendants, don't' know nothing about it what it was and how it do! And that makes it scary doesn't it Spiderling!"

May's lens morphed a raised eye brow, "how do you even know about that?" she asked confused by Deadpool's knowledge of the Morbius team up.

Wade smiled as he happily said, "I read the chapters leading up to my arrival so I am up to speed Scootaloo!" He said happily.

Again May just seemed confused by the statement as she said, "… I am done trying to figure you out!" she then shot a web line and swung landing a kick to Itsy bitsy's back.

Itsy bitsy as she fell grabbed May's leg and throw her into a roof top face first making her fall through and hit the floor below.

May groaned unable to get up as she said, "… I'm out till the healing factor gets to work for a bit!" she said in pain.

Deadpool dropped his other gun and drew his Katanas as she charged in yelling, "IN THE NAME OF CELESTIA CUTIE MARK!" He yelled slashing at Itsy bitsy who was spinning a razor web line around herself like a ribbon blocking the strikes.

She then counter by slashing Deadpool's chest with her middle left claw hand knocking him back.

Deadpool land on his back and he flipped up his injuries healing, "And this is were it gets stupid! I will heal form ever hit you land but spider sense means I can't hit you so this fight is going nowhere fast with means it's time for a twist or a cut to somewhere else for something more enjoyable for the readers to happen I am going for the latter!"

A moment a stream of fire made Itsy bitsy jump back and wade said, "And I was wrong!"

there Stood peter his mask now with a metal blade over his mouth and nose area with a vent in the middle making a heavy breathing sound as he spread his spider legs and charged in his four spider legs holding back four of Itsy bitsy's six claws.

Spiderman's stingers then came out as he used them to hold back the last of the evil spiderwoman's claws as he stated, " guess who has a counter for your drive me crazy power!" he then kicked her in the gut making her gasp as she slid back.

Itsy bitsy held her head as she said, "well dam….!" A moment later dead pool went to slash her but she shrunk.

Itsy bitsy sighed as it looked like she was turning into a spider and she said, "I guess the potion that speed up my regeneration was only temporary well back to being a spider for a few years see you later daddies!" with that she was a normal sized spider and gone form there view.

May then wall crawled out of the hole and Deadpool, "it's over she turn into a spider and crawl away, it's over Scootaloo your daddy's little chicken!"

May crossed her arms and screamed, "HOW DO YOU KNOW THIS THING!?" she said screaming about it.

Deadpool then waved and said, "I'll go get Elly then head home! Also Itsy bitsy wasn't hit with a potion the maker used his whole can transport items one of the hims owns to another through the multiverse power to get some fountain of youth potion to restore her so he can have more time to work on his plan! Ok bye bye now!" he then teleported away with a hit of his belt buckle.

Leaving the spider father and daughter confused as the statement as Peter sighed, as he removed his air filter and said, "… those kinds of crazy lines form him are always right May. Come on we have evil Reed Richards to get ready for!"

May let out a sarcastic, "yay!"

Deadpool then reppeared and yelled out, "ALICORN TWILIGHT BETTER THAN UNICORN TWILIGHT!" before teleporting away leaving the two spiders the jump in shock and pant form the scare.

Peter banged his chest with his left hand as he said, "Shit! I am going to kick his ass!"

May panted as she held her knees, "Hit him twice for me dad! And how does he know this things? How he know!? he even knows Celestia and what a cutie mark is!? How even?"

elsewhere.

Deadpool was on a roof top looking out to what most people would say was no one as he said, "I hope you enjoyed this adventure and Deadpool team up and … wait I am the guest star not spiderman sorry sorry my head gets confused well it's been an honor and I will remember this magical chapter for a long time now I have to go get my Elly belly and take her home it's past her bed time! Responsible parenting do it! you don't have to be smart you don't have to be all together you just got to love your kid and want to do right for them and by them!" he said pointing out.

Deadpool then jumped off the building as he said, "and that's the lesson of today's chapter folks!"

to be continued.


	27. Chapter 27

Luna's point of view.

I was walking through my own dream this night looking through events of the past how I first meet peter and slowly fell in love with the Alien, well I guess I am the alien form his perspective but still.

the brave noble hero! Despite all he lost! The caring father, Faithfull brother and uncle!

I smiled as I added and loving husband before his wife decide he wasn't doing all he could and turned to villainy leaving him free.

I sighed at the memories of Mary jane Carnage Watson as I viewed my fight, I meant the words I said. If she and peter had worked it out I would have happily stood a said and watched form the sideline comforted by the knowdlge that my love was happy even if it wasn't with me.

But she throw him away as she want him to give up being the brave hero, Now him and I are finally together.

I blushed at the memory of me and him kissing on the roof in the rain it was my first sadly and it was worth the wait.

I smiled as I walked farther into that date at the time square café and I blushed, I love him but our relationship is too know for me to say it!

I then came to the part of my mind with my deepest desires it was me in a wedding dress kissing Peter who was in his Spiderman costume with out the mask with May or Scootaloo throwing rise happily.

My face was read but soon I was awoken by a ringing sound.

Point of view change to third.

Luna got up out of bed stretching in her black night gown before picking up a phone next to it and saying, "hello?" she rubbed her eyes but they widened when Celestia's voice said, "sis?"

Luna's eyes widen as she said, "…. Holly long distance calling!"

In Equestria Celestia was speaking into a rainbow energy French Telephone she was holding with her magic, and the phone seemed to be made form part of Legion's mane as she said, " Well yes my Coltfriend legion is a reality warping this is one of the things he can do with it. .. our guest form earth have been using him as a phone booth all day for what I hear."

on earth Luna held the phone as she said, "Peter better not get a long distance bill form this! I feel like that would be taking advantage giving they would been able to charge him what ever he want form this super long distance call… this beats there leader calling the people who land on the moon! By a long shot!"

Celestia was blinking at the comment, "So humans do have space travel I though they were pulling my forelegs, but no Legion says it'll just appear as a normal call on the bill of use… so Sister dear I've been worried sense you appeared in the human world thanks to nightmare and all that."

Luna then comment, "Well it was going fine then we had his wife trying to force him to stop being a hero by way of becoming a super villain so he became single the new started dating then we had that vampire problem!"

Celestia blinked as she said, "… please tell me you are kidding?" she sounded worried.

the princess of the night said, "No I am not! on earth all legendary monsters are real, and apparently they have their own city below us this moment!" she said shivering at the thought, "… it's scary mostly because they have some monster who aren't effect by there weakness."

The solar princess sighed as she said, "Thanks for that sis! Now I have to worry about Manewolves who aren't beaten by silver. Any how you are Peter are dating?"

Luna rolled her eyes, "so Fluttershy is dating Logan who has foals how is this any different! Plus have you seen the way your Coltfriend looks. Not offense but while he looks epic you can't really hide away in to a crowd to avoid reporters with him around he sticks out more then you with your mane!"

Celestia nodded and said, "points taken well sister dear!" she said sounding beaten, "anyhow we had reports of a long head rubber pony calling himself the maker do you have any.."

Before she could Finish Luna yawned and said, "yes he is an evil version of Reed Richards form another universe. His powers are better then the Good reed you have, as Maker is immortal as he is technically no longer a living thing, he does not age and is smarter with no morals holding him back. First part is he has become a singularity. That means he is in all dimensions and all the times are of one mind every universe has one of him. He is obsessed with making planets all filled by only super powered beings or as he calls it speeding up evolution. So look out for mutations mutants and pony made monsters like scorpion apes with a hovering diamond for a head."

Celestia blinked before she said. "…. I regret asking now… Thanks for the nightmares sister dear!"

Luna smiled as she said, "it's worth I do and it's just a normal part of human world and life.. they are strong as most can take it..Don't know how! But ones like the maker is why they have so many who hate super heroes on the ground of what if they go bad as Maker was once a hero before going bad."

the princess of the sun was about to say something else but Luna said, "Oh and one last thing every time you make a choice more realities come in to be for all the possible choice you didn't make, that means the Maker pretty much knows what will happen and technically there is a reality where he always wins and his plans works. So he even if you beat him he still won somewhere else."

Luna then heard her sister gasp as she said, "Now I have to go eat breakfast there is a Gala for parker industry and I have to go dress shopping as well. I am going to be Peter's out of this world date for it. Wish me luck sister Kissies!" she then hung up.

In Equestria Celestia hung up the phone construct making it vanish as Legion shock his head coming back away, he always put himself in to a trance while someone else used his powers to make a call out of respect for privacy and he looked to Celestia, " You learn about the maker?"

Celestia gasped, "You knew!" She stated in shocked.

Legion nuzzled her and said, "Darling one of my powers is literally knowing everything but it isn't really useful till someone makes a choice like Maker gave Spoiled Milk a container of the Extremis virus but it doesn't mean anything unless she choice to use it!"

Celestia blinked as she watched him trotted out and she galloped after him, "WAIT A MINUTE DOES THAT MEANS YOU KNOW MY DREAMS!"

Legion said, " yes and I am flattered darling! I'll use them on hearts and hooves day wink wink!"

the alicorn princess of the sun soon turned as pink as her niece form her blush, "… my Coltfriend has all the power… I like it!"

Meanwhile later on earth.

Luna was smiling holding on to Peter's arms she was dressed in a flowing sparkling Black dress it was backless for her wings she also had sleeve like black gloves and thanks to the sidelessness of the dress her logn slender legs where seen along with her black heels and she smiled many a guy's eyes where on her and some ladies, "Even here I turn heads but I am yours Peter."

Elsewhere in a corner.

May was in a white dress with a red ribbon around her waste shite sleeve like gloves white socks and red flats and a white ribbon holding her hair in a pony tail she looked super cute as many of the boys her age kept telling her making her face flush.

She comment as she crossed her arms, "I hate this things" She then heard something and quickly moved off and happily spotted Billy outside she could see him over the Balcony and she hugged him" Thank goodness it's you!"

Billy would have blushed if he could, "… you look… nice May…" he said struggling to form words.

May looked at him and let him go saying, "thanks but this isn't me but it's one of those most do things I mean this isn't me! I don't like dress up! I don't like getting dolled up. I would rather be in my living room in a hoody and baggy pants playing video games with you or watching the news."

Billy rubbed the back of his heads, "… yeah and I know it's late but I want to give this to you a few months back… on Valentine's day!" In a moment hi tail dropped a stone carved in to a heart and May's eyes widened. Billy rubbed the back of his head nervously, "I carved it with my own claws."

the spidergirl hugged Billy and said, "Thanks even if it is late it's nicer then what Normie did, Giant heart balloon arrangement that flow off spelling out go out with me may in the air, so over kill!"

billy and May looked at eachother for a moment May blushed as something in her kicked in she grabbed the Lizard boys face and kissed him before letting him go and jumping back and covering her mouth realizing what she just did, "…. I kissed a boy…"

Billy then fainted.

to be continued.


	28. Chapter 28

In Equestria.

Hybrid was standing over a volcano avoiding fire form a venom symbiote possessed dragon as he yelled out, "NOW!"

In a moment Starlight popped out and cried, "Sorry daddy!" she closed her eyes as her horn glow making a light noise fill the air making all the symbiotes scream in pain.

Trenderhoof screamed holding on to his symbiotes that want to flee out of instinct to his body so he could keep his life.

Venom on the other hand was fleeing form the sound only for ice to flash freeze it and icemane and Braeburn came out, in a moment Starlight stopped her spell.

While Hybrid pant as his symbiote returned and Starlight galloped over to him crying about being sorry Applejack and Braeburn bucked the ice block of symbiote into the Volcano to it's doom.

Trenderhoof showed his face and petted the crying Filly's head as he said, "it's ok Starlight Daddy is ok! And Grandpa is dead and gone burned in fire."

icemane made an ice ramp and went off saying, "Now I have to go or I will start metling!"

Meanwhile on earth.

May was in her school uniform walking beside her great Aunt May where she coughed and said, " Great aunt May a unicorn lady is living with me and dad you can tell me about that picture with you and a unicorn.. and I've been wanting to know what's the deal with it?"

the older may blinked before rubbing her chin, "well you make a point so… it's been so long all I can remember is one minute I was on the family farm next thing I know I was in the land of ponies, and helping a unicorn stop this crazy evil goat I think her name was Celestia and the goat was Groger."

the younger May blinked she grow up on that fairy tale but to not only hear it was true she was related to the human form the story made her smile as she happily said, "you know Luna that's the unicorn lady living with us said her sister's name was Celestia Great aunt may."

the older may smiled and petted her head, "well then what a small world, I wonder if she is as old as me or not?" she said remembering them both being kids in her memory.

Elsewhere in Maretropilis which has no officially been declared part of the state, The power ponies and Kaine were sitting at a press confession with reporters.

One of the reporters asked, "question about the scarlet spider, why does he seem to not act very heroic!?"

Kaine rolled his eyes and said, "Let me see now you may not be able to tell form how oddly tall I am but I am the youngest of four siblings, My mother was a supervillain, My brother became a super villain leaving his own son to lose his eye balls to save himself, and between that and the physical scars my mask hides thanks to all of that you would be in a pretty bad mood too!" he said crossing his arms.

the reporter blinked before adding, "Follow! Has any one given him a hug! Because he sounds like he needs one!" he said pointing out and feeling sorry for the spider.

Mare-velous then stated, "I have!"

Saddle rager was texting Bruce as comment, "And kisses lots of kisses!" she added, making the other power pony blush.

the next question was " For humdrum how does it feel to not be the only guy on the team?"

humdrum then held out his hand, "I kept this city safe while they where gone I am just happy to have another guy round with even if it seems he hates me!"

Kaine crossed his arms and looked at the colt and said, "Oh I like you! Just something called tough love were you act the opposite of how you feel to make someone stronger and as to prove me wrong you gone from losing to Leap, to beating beetle it works!" he said flatly.

humdrum rubbed the back of his head confused as he said, "gee…. You humans are weird…. Smart… but weird dude."

Radiance sighed as she said, "yes they are but you have to love what they have made and done… even if some times it comes back to bite them… I honestly stopped being freaked out after meeting manthing in it's swamp! STAY OUT OF THE SWAMPS IT'S TOUCH BURNS ALL THAT KNOWS FEAR!" she said her eyes widening.

Masked matter horn then said, "And that is all the information on that adventure we are going in to" she shivered as she said, "How could it have ever once been a man!"

Zap looked at them and said, "…agreed!"

Fili-second looked at the clock and said, "CHURCH IS STARTING!" She then ran off leaving.

Scarlet spider then talked into his microphone, "and I think we are done here! I have to go shopping for my niece's birthday anyhow!" he then shot off a web line and swung off.

Mare-velous watched him swing off love struck as she said, "you have to love him!" She sound happy and love struck as she added, "even if he turns into a giant spider when he gets angry enough… it's weird.."

Meanwhile in new York.

Billy was on top of a roof panting as spiderman stood in front of him as he said, "Boy! I just want to tell you don't go braking my daughter's heart! Why did you run screaming like a made man!?" he asked confused.

The lizard boy blinked and said, "you mean you weren't going to burn me with your flame thrower for kissing your daughter of make me fear you in one of those I am not afraid to go to jail if it means avenging my daughter things?" he seemed confused.

Spiderman then let out a flat, "I am rolling my eyes under my mask. Boy this is real life not a cartoon, not a comic, and definitely not a fanfiction!" he then turned and web swung away happily.

a few days later on May returned home to see all her friends form her avenger academy yelling, "Surprise!" up above was a banner that read "happy birthday Mayday Spiderling parker!"

May's eyes were watering as she smiled.

Kaine then came in through a window and said, "Sorry I am late!"

In a moment the power ponies came in with Reilly who waved and said, "we had last minute shopping to do!"

a moment later Billy who was red used his tail to put a rose in May's head making her blush the two were clearly officially a young couple now.

Luna smiled as she said, "this is more sweet then me using my dream walking powers to let my sister meet Great aunt May again." She sounded happy about it.

Elsewhere in the criminal underground.

the maker was using his rubber powers to lift and hand off a tank of terrigen mists to Mr. negative as he stated, "I have ten more just like it in back!"

Mr. negative smiled as he said, "perfect just what I need! My inner demons and Thombs stones force are Extreme enhanced! I have a super powered army to back me and the rest of my sinister six up and the chaos of mutation will made more chaos. I want this City up in arms and I will have it!"

The Maker nodded as he said, "And the mis will uplift fifty percent of those throwback powerless sub-humans into normal current state of evolution people. The other half I have plans for that will uplift another world all thanks to your portal."

Negative nodded as he said, "As long as the spider loses his mask! He is a hero he will make some kind of heroic speech like I want were he will remove his mask to inspire others into joining the fight! Chaos and him being unable to hide anymore that is what I want, so I will happily give you what you want for it! Goblin has finished making the portal we'll be ready to move in a week" he sound firm but void of emotion.

the maker nodded as he went to go get the other tanks of the Mist.

While this maker was doing that a world another one of his Avatars was working as well.

I Equestria the Maker notice the container of the Extremis virus he cave spoiled in a crash cane and he used his rubber arm to grab it as he sighed, "She didn't have enough evil in her! Shocking shocking. But does not matter I know someone who will want this!"

he then trotted off stepping through a portal to the shock and hisses of an old changeling hive where Chrysalis hissed as the Maker's mask retract making the mall back away form his enlarged head and burned face.

the Avatar then coldly said, "I am the maker. What do I make? Monsters? After all I did this to myself!"

the changeling queen was backing away as she blinked and said, "….then I don't want to know what you will do to me!?"

Maker dropped the Container and said, "Nothing but a choice in this is a little potion that grants powers after coming out of a cocoon, I leave it to you to use" he the made his helmet return as he trotted back through his portal.

to be continued.


	29. Chapter 29

In New York Spinneret was web swinging as she followed Medusa, Skaar and Ant-man as she said, "I am missing my nieces Birthday this better be important!" she said as they came to a Meteor crash site.

to see a giant bee hive people with green skin bug wings, blue bug eyes and antenna bowing to an humanoid made of bees chanting, "Hail swarm hail swarm!"

the lady spider was now hanging form a web line upside down and she nodded saying, "… I thought my brother was kidding about having once sent a rock that made evil bee hive mind in to space with firestar and iceman!" she said just dumbfound but the turn of events.

Skaar turned his body to stone as he got ready as Swarm turned to them and he said, "brother! THE SPIDER WHO BEAT MY HIVE JOIN AND ATTACK HER DRONES!"  
he said firing his blue eyes at the rest of the new Fantastic four only to beam to have no effect as he yelled, "WHAT IS THIS!?"

Skaar charged in yelling, "Skaar rock! No can make Rock a bug!" he said going to try and slam the ground only for the bee people to fly up where bands of air born ants grabbed and formed a rope closing there wings making them fall to the ground.

Ant-man held his helmet as he happily spoke through his suits mouth pieces, "Radiation proof suit! Your not making me in to a yellow jacket costume and theme changes are Hank's thing not mine!" he said happily.

Medusa was using her hair to hold back giant bees as she happily said, "I am an inhuman not a human!"

Teresa Web swung listing to her spider sense as she said, "Skaar big buddy head in to the hive find the rock and get it off this planet and remember this are mind control people you can't smash them!" she said using a web line to jump over a giant bee, "the giant bee soldiers yes you can smash does!" she said trying to sound friendly to the big green guy.

Skaar charged in punching a whole into the hive as the bee people grabbed on to and tried to sting his body and he charged, "No smash bee people, Smash giant bees throw glowy rock in tp space Skaar got it!" he sound happy.

he then punched a giant bee in the face as he charged smashing around and jumping around the hive as he said, "where glowy rock! Where the Glowy rock! Skaar want to throw it into space so Skaar can go have lunch! It burrito day And the trunk can run out!" he said before he grabbed two giant bees and smashed them together and saw a blue glow.

Skaar then walked towards it and he said, "Finally Skaar find the glowy rock! Now me just need to throw it away then we get to go to food truck for burritos!"

He then walked towards it as he went to grab it Swarm appeared and said, "you strong solider giant the hive! We have peace with all part of the hive!" he said happily.

Skaar grabbed the rock and said, "bee person stupid! No free will not peace! No free will not even alive. No though doing just what need to function Machine! We no machines we live! We may not all be smart enough to go This guy is doing good so he good guy. We may have idiots who say different is bad and most go away. But we alive and the idiots are getting fewer in numbers. We will weed out idiots and have peace someday. It will take away, but like Skaar father said that is what will make it worth the wait!"

The son of the hulk then throw the Rock with all his might as Swarm screamed.

As the rock flow in the air the bee people slowly returned to normal as the giant bees shrank.

Antman ordered his ants away as Swarm start to brake up yelling, "Swarm will return someday! All will giant Swarms hive one day! One day there won't be spider friends to stop swarm!"

With that the hive mind was gone and the now normal bees flow off.

Medusa crossed her arms and rolled her eyes, "Spider friends really? That was the best your brother Iceman and firestar could think of?"

spinneret then shrugged while hanging upside down as she said, "It was the late eighties early nineties."

Skaar then came out returning to flesh and blood as he said, "Now we hurry before truck run out of burritos!"

Later on at a food truck Skaar was eating a burrito the size of a normal person's head happily as the guy running the truck, "thanks for loving my mega burrito Little Big Green!"

Medusa rolled her eyes and said, "Reeds card is being charged for so many of those things he is going to be upset and wonder how we spent that much on Burritos!"

Antman rolled his eyes and said, "you can't invite a Hulk on to the team with out factoring in the food bill Queenie!"

Spinneret was holding her chin as she stood around and asked, "Does this mean my brothers story of meeting a group of human looking aliens with the same powers as us is true too? And also that story about the time he teamed up with a large number of other hims to stop an evil him that was wearing the Carnage symbiote is true too?"

Meanwhile in the stark house hold.

Rarity was watching the Tv report on it before she heard a bang and ran off to see Sweete belle in a hardhat using a fire extinguisher to spray down an area, "We have a stark experiment that blow up! Relax it's not worst then a parker one!" she said as she put out the fire.

In a moment Anthony walked out in his armor with had a gas fielder mask helmet as he said, "Thank you air filter attachment!"

Tony was the same way in his solid silver armor with the hair filter on it on and he said, "yes!" he then said, "And sorry but my portal machine just explode Girls! Getting you all home just got a lot harder!"

Rarity smiled as she flirting looked to Tony and said, "Oh I don't mind Mr. Stark I have my sister and beside it's not very often one gets to live under the same roof with a super hero!" she said adjusting her mane.

Sweete belle then held up a sigh saying, "you are coming on to strong sis!"

Anthony then removed his helmet while trying to get his armor off and he said, "dad!" he pulled n his armor glove, "… I am stuck again!"

Tony couldn't even remove his mask as he said, "… same! The parts most have gotten slightly fused in the blast not worries nothing a wrench and saw can't fix! To the work armory for the emergency armor removal machine!"

the armor plated father and son walked off making loud metal foot steps echo through Stark towers as they walked.

Later on Anthony now out of his suit was walking around with a backpack through the park blushing with Apple Bloom it was clearly a first official date and it s awkward for both of them.

But unknown to them May dressed in jeans a red shirt with spiderman symbol on it was hiding in the bushes watching with Billy and Sweete belle.

Sweete belle rest her head on her hand and said, "So I am the only simple member of our old club great! Now I know how my sister feels and why she flirts with Mr. Stark so much!" she said flatly.

May smiled and happily said, "I would set you up with my cousin but Emma Blaze as already called dibs on him when she gave him the hell brand!"

Billy was using his tail to eat a candy bar as he sniffed something, "I smell something Something that smells kind of like me, my mom and Reilly …. Carrion Virus!"

Sweete Belle blinked,as May said "it is a late state of Cellular degradation!" the unicorn anthro still looked confused as May said, "That is a the process where artificial like in clones or rejuvenated like with resurrection or someone who is a kid of one of the two's body brakes down causing madness and a decayed appearance that can be spread once it reaches that stage!"

The white unicorn still wasn't getting it and Billy said, "If you don't have a healing factor to beat it it makes you the first zombie of the Zombie apocalypse!" the unicorn's eyes widened and she screamed.

Only for her to Run into someone and she looked up the person had a black hoodie black jeans black boats and black gloves.

He's hood was up and Sweete belle shivered as she looked into it to see a skull like face and she fainted saying, "the end of the days is upon us!"

the man spotted Billy and walked over his body was shaking and he was walking like a zombie as he groaned in pain, "your …. Father… he fixed you….. he can fix me…. Fix me…..Lizard! Fix me!"

Billy in a moment of Panic lift a mane hole cover and wrapped a tail around may pulling her down with him.

the victim of the virus stumbled behind them as May took a moment while he was out of site to hit her watch making her costume appear.

The Zombie like being jumped fell down his legs braking as he crawled after them, "help me! Fix me! Or kill me!" it said begging at this point!

May fired off impact webbing netting him as Billy grabbed it in his tai land pulled it along, "Don't worry we will!"

He then came to his and his family's home in the sewer and grabbed one of the lizard potion injector darts left over form spider island and he smiled, "this will do it!" he then slashed the webbing and jammed the needle into the guy's gut.

In a moment the guy growled his legs becoming repaired as he became a blue scaled lizard he looked at his hands and smiled, "Why thank you children I am Mendel Stormm the robot master!" he said as May's spider sense went off.

In a moment she jumped to avoid fire form what appeared to be a robotic laser cannon that fold out of a bracelet the guy had on his left arm. "Now for my revenge against spiderman for all those times he stopped me!"

to be continued.


	30. Chapter 30

The robot master held out his arm cannon taking Aim at Spiderling and Billy but he put it down and made it fold back Into a bracelet as he sighed and said, " I can't shoot two kids that just saved my life!" he then walked away.

Meanwhile in maretropilis.

the superior octopus costume was in use tentacles were in use the mask off to reveal a screaming skeletal face.

Dum drum was screaming in horror as he throw a star that explode into smoke in front of it, "IT SHOULD BE LEGAL FOR SOMETHING LIKE THIS TO BE ALIVE!"

Kaine web swung in and land on it's back and jumped off as a tentacle came after him, "It's rotting alive as it's resurrection was faulty!"

Otto growled as his tentacles went to smash at the spider as he called out , "Not even the proto-clone body is stable! If I am to cheat death once more I need a new body! And as stealing the real spiderman's body didn't work out I'll go for second best!" he said in a sicking tone form how his rotting flesh made his voice sound.

A hoofarangs then hit one of his tentacles braking it's claws as Mare-velous called out, "You ain't body jacking my boyfriend's body you undead freak! And yes I know he is a clone but he became his own person unlike you!"

Fili-second was running form octo-bots in such away it lead to them being tied up in there own tentacles making them harmless as she called out, "NECROMARCNER IS A SIN! THE DEAD SHOULD STAY DEAD!"

Radiance was hiding behind a shield blocking one of the zombie like doctor Octopus's tentacle strikes as she stated, "So messed up!" she sound panicked.

Saddle rage charged in grabbing hold of one of Otto's metal arms and ripping it off leaving him with two and one with a broken hand.

Otto roared as he screamed, "I WILL NOT DIE!" he sound sick and dying making him all the scarier.

Zap held her necklace calling down lighting strikes down at octo-bots shorting them out.

Masked matter horn took aim and fired off a horn blast that to her shock went right through Otto's stomach yet he was just fine moving to everyone's shock and horror.

The falling apart clone looked down and said, "… I am a fucking zombie! I thought I was just zombie like but no I really am undead!" his broke hand arm then swung knocking Masked matter horn in to a building.

At that moment Humdrum was hiding behind a car when Kaine land and said, "Kid he isn't targeting you! He doesn't think you can be a threat to him! And that is when gives you the edge!" he said hand him a hoofarangs and he said, "while he is fighting us get in close enough to am for the spot where his robotic arms connect to him! Hit it with this!"

the kid sidekick nodded as Kaine shoot off a web line and swung out only to be grabbed by the broken hand tentacle wrapping it's self around his neck , "I will steal your body! It's a clone but it's stable and shown to always stabilize!"

Kaine popped his stingers and gabbed the arm damaging it enough to make it twitch around letting him go as he fell down.

They all watched as the damaged arm went to smack Otto forcing him to drop to his legs and use another robotic arm to grab and remove the damaged one only leaving him with two.

A moment later Hum drum tackled him and stabbed the hoofarangs right in the middle making them the last two shut down.

In a moment the undead Doctor was grabbed by the head by Saddle rager who said, "when dealing with zombie go for the head!"

Every anthro pony and Kaine looked away as a cross shattering sound and squashing sound filled the air ending the undead doc ock!

Kaine looked at the now headless body only for him to say, "Don't you get back up! Don't you do it! Don't do it!"

Meanwhile in parker industry.

Peter was running a scan around the city rubbing his chin, "the virus makes cells vibrate making finding one easy but I can't find anyone!" he seemed confused as he pulled up his suits mask as Luna rolled her eyes.

the princess of the night then said, "I understand the importance of this mostly because I saw the new cast with undead super villain your brother and power ponies battled, it seems a bit odd that it acts like this virus but you can't track them like before, Billy even said it smelled like it. don't virus change here?" she asked.

Peter looked at her then face palmed, "I am an idiot!" he then tapped a hologram scream.

In Maretroplis Kaine's spider symbol glow and blinked making every one of his teammate turn to him as a voice said, "Brother it's me! I am contacting you through your suit hit the emblem to respond."

the scarlet spider seemed confused and shocked as he land on side of a building and hit it saying, "yes … brother what can I do for you?" He then removed his hand and Peter said, "It's not the same strain of this stuff form our villain brothers resurrections. I need a sample of infect flesh to track it! So to stop the zombie apocalypse I need you to go cut off a peace of the now dead dead ock at Parker industry Texas so I can scan it remotely!"

the power ponies looked grossed out at the thought.

Radiance sighed as she made a copy of surfers board to ride, "I'll go cut off a finger…EEEEEEEEEE I CAN'T BELIEVE I SAID THAT!" As she did it.

Hours later at the parker industry Texas' branch Kaine was using tongs to place the finger into a scanner as Peter's voice came form the emblem, "and I can few the results on my end!"

Meanwhile in New York Spiderman was moving around hologram screens a she heard Kaine's voice saying, "Well mind telling us what is going on brother dear!?" he seemed demanding.

Spiderman smirked as he held his chin, "Goodness it's not a Zombie virus, it's a destabilizer virus, it weakens the bodies defense against the clone degradation! Making it return witch means it's only dangerous to anyone … resurrect by machine or clones in general FOR THE LOVE OF ALL THAT IS GOOD BROTHER REMOVE YOUR MASK AND CHECK YOUR FACE!" he said in a panic.

Kaine looked at his reflection in metal as he lifted his mask and screamed before lowing it and peter said, "I take it the scream means Otto passed it on to you!"

Kaine then hit the icon, "WHY ELSE WOULD I BE SCREAM YES MY FACE IS STARTING TO MELT OFF!"

Mare-velous fainted in to masked matter horns arms, the others looked scared.

Peter's voice said, "Don't move don't breath just pray and hope! Just pray! I am coming as fast as I can brother! Just hope we find a cure before you are a zombie! Just hope! Just hope!... and if the worst happens pick who you want to put you down!"

Kaine turned to the power ponies and all of them but the fainted Mare-velous called out, "NOT IT!"

Mare-velous woke upping her head, "I am up… wait what's going on!"

Fili-second then put an arm around her friends neck, "your boyfriend is decaying alive and you just volunteered to be the one to put him down if he becomes a zombie!"

her eyes widen as she fainted again.

Peter then called out, "Tony is in Hudson Go to him! Get more brain power up on this!"

Zapp nodded as she flow out the window, "I'll go get him!" she said happily as she yelled out, "STAY ALIVE SCARLET SPIDER DON'T GO UNDEAD! STAY IN THE LAND OF THE LIVING!" as she raced off.

Kaine sighed as he looked down, "… I am going to be so fucking undead it won't be funny! …. Well I'll tell uncle Ben Peter says hi!"

Radiance fanned herself with a folding fan construct, " don't talk like that! You are going to be ok we are going to get the two biggest minds around together and they will cure this thing and you will be just fine and you and mare-velous will get married and have foals and you'll die of old age after being a grandfather."

Kaine's lens morphed a raised eye brow as he said, "Really now?"

Later on in stark industries.

Kaine was laying down being scanned as Ironman operated the machine Rarity was holding Sweete belle and Anthony close by away form Kaine in case the worst happened, "how do we do this?"

Tony looked at his scans, "I found out how to track the effects to find out who's behind this and a possible cure stay here with the power ponies son!" he then flow out as part of the roof opened as he flow off.

Meanwhile landing on side of the building watching tony fly off was spiderman with Spiderling , and Luna who flow in to the building through the opening as Spiderman and Spiderling dropped in.

May ran over to her uncle, "Uncle Kaine no!" She sound panicked but Kaine held his hand out as he said, "No stay back short stack half my head is a skull right now! Not much time left."

Spiderman then plugged one of his spider legs in to Tony's computer as he said, "that's why we can't let Tony's bet on maker having a cure work bet! We need an option and I may have a way power ponies it's spiderman I need you all to brake into storks containment vaults I need some of the extreme virus it may be My brother's only hope!"

to be continued.


	31. Chapter 31

Miles away form stark industries.

Tony in full armor was standing before a scared normal man in a lab coat and priest outfit the normal random man said, "Please Mr. Stark! I was just correct the sin of necromancery! I am a powerless normal man who is just smart and wants to live his life by the rules the lord put before us!" he said shaking in fear.

Tony growled as she lifted his mask, "the Scarlet spider was not brought back he never technically died, and beside that the fact hellfire effect him showed he has a soul despite being a clone and as most of the resurrected were brought back through a similar process to the cloning that made him he and probably a lot of other innocents by your point of view are now dead and dying!"

the man fell down crying holding his head, "NO NO HE SAVED MY SON'S LIFE HOW COULD I KILL HIM! NO NO MARK MY WORD HE WILL SURVIVE IF HE IS WORTHY OF THE GIFT OF LIFE!"

Meanwhile in stark Industries Texas.

Saddle Rager was trading blows with a hulk Buster on auto pilot she was able to keep it confused by flying and dive bombing it a move not in it's anti-hulk program not that there was much flying room in side.

Masked Matter horn was firing heat beams at the artic armor as she ducked to avoid beams fire form it's glove, "this is insane!"

Radiance was in a construct of a large battle bot using it to smash through suits as she let out a scared, "I do not like having to steal form Mr. Stark like this!"

Anthony's voice then came up over the intercom and said, "And if dad trust me with security codes we won't have too!"

Mare-velous as was using her rope to rope a few suits together making them smash into eachother as she growled, "MY COLTFIREND AIN'T GOING TO BECOME A ZOMBIE ON MY WATCH!"

Fili-second was screaming as she was avoiding fire form war machine armor but just barely, "It has fast enough fire to keep me on my hooves! How many suits those one guy need!?" she asked.

Form the intercom a sigh came form Rarity, "Pinkie pie would be so mad that this is called house party protocol"

Zap was using her necklace to make a cloud appear to fire lighting, as she yelled out, "YO SPIDERMAN A LITTLE HELP!"

Peter's voice then yelled out, "I hacked it so they leave humdrum alone!"

hum drum then ran past holding the container as he said, " GOT THE THING I GOT IT!"

Mare-velous kicked an iron man suit in the head smashing it's helmet in as she said, "THEN GET IT TO SCARLET SPIDER ALREADY!" she declared in rage.

Before long Hum drum made it to the door and peter fired a webline to it and pulled bring the vile to him.

Kaine's mask was off showing he was already starting to look undead as Peter opened the container as he said, "At least I got the code for this lock form the system." He then poored some of it in to an injector with blood in it.

Peter gave it a mix as Sweete belle raised a hand and said, "I have a question mr. Spiderman how is this going to work?"

Spiderling then popped down and happily said, "Simple my uncle is a faulty carbon copy of my dad! Extremis rewrites DNA the thing that makes us us, and with this virus works by braking down DNA so by mixing his own blood and DNA in with it along with some other stuff the injections should make the stuff repair uncle Kaine's DNA curing him!"

Peter injected it in to the restrained Kaine's neck as he said, "Hope this works brother!"

In a moment Kaine screamed as he coughed up blood and peter said, "This is the normal stages of Extremis going to work ladies! Next comes to cocoon!"

A few hours later the power ponies showed up tired having some how smashed the iron man suits here and there eyes widened at the large cocoon on the table.

Fili-second raised her hands and asked, "where is Kaine and what's with the Cocoon!" hum drum walked by and said, "Kaine is the cocoon!"

The power ponies all jumped in shock and Mare-velous eyes start to water as Spiderling popped down, "Relax my dad went through the same thing either in three days my uncle will come out all better …. Or he want… it's all up to how much fight is in my uncle!"

Mare-velous ran to it and hugged it and while crying said, "then he'll be back!" She seemed happy about it.

Meanwhile in Kaine's mind.

He was swinging form large web to web as he called out, "HELLO IS ANYONE FUCKING HERE!?"

A spider then came down a normal sized one and it asked, "yes you all around us!"

Kaine then looked in to one of the webs and saw his memories form when he was insane and he looked away, "NO NO TAKE IT AWAY!" he declared horrified. " I WASN'T RIGHT IN THE HEAD! … well I turned out to be right about Ben wanting to kill and replace Peter but I still wasn't right in the head!"

the little spider then spoke, " yes but it is your past and despite all of it people care for you!" he said showing the people form Hudson the new warriors his niece and nephew, Peter and his sister.

the power ponies and Maretropilis and most of all Mistress Mare-velous and Kaine held his head as he said, "I don't deserve it!"

The spider then spoke up, " and that is what holds you back! You view yourself as a monster a soulless freak when you know it is wrong! The Demagoblin's fire burned you showing you had a soul she even commented on it. You have a soul and like all souls there is sin and virtue in it! and right now the virtue is stronger. They need you! They all need you! She needs you more right! Accept you for who you have become not who you where are you the man of dreamed of being a spider or the spider who dreamed of being a man."

Kaine removed his mask showing his normal face complete with the scars the remind him of his past, "I AM KAINE PARKER!" In a moment he woken and broke the cocoon out and he adjusted his mask and went to a window and web swung along.

It was then he felt it a Tingle his spidersense was back he even saw the flash of the power ponies falling into a trap and he web swung off through Hudson people taking a moment to cheer at there spider's return.

Meanwhile in Maretropilis The power ponies were all tied up as Mane-iac smirked as she used her returned to normal hair tendrils to operate a machine as she load in tubes, "And now be hold power ponies Gen cleanser! It removes mutations!" she said while spinning around Radiance bracelets as she happily added, "Granted sense Hum drum has no powers and Radiance comes form this they won't be effect but once my vapor machine release them the rest of you will lose all powers. No more power ponies!" she said happily.

Before a web line pulled the tube form her hand and she looked up to see Kaine on side of the wall and she jumped," YOU DIED!"

Mare-velous smiled, "YOU ARE OUT OF YOUR COCOON AND BACK TO NROMAL YAY!"

the villain looked to her in shock and said, "Cocoon?" She seemed stunned as she tried to smash the spider with her hair only for Kaine to easily avoid them guide by his returned spider-sense.

Kaine smirked as he happily said, "My spider sense has returned to me! I know when danger is going to strike so I avoid before you are able to move!" he said flipping and spinning webs as moved closer and opened the tube and in a moment through it on Mane-iac.

the super villain screamed as her fur was turning pink and her mane back to normal, "NO NO NO!" she ran off dropping Radiance bralettes.

Kaine then walked over to the Machine holding the power ponies stuck as he saw, "let's see energy absorbing field around you as a force field" he then walked over to the machine making it and stabbed it with a stinger making it explode freeing them.

Radiance went to grab and put on her bracelets as mare-velous happily tackled Kaine.

Hum drum happily said, "Nice to have you back! You won't believe how hard this is with out your talking to spiders so we know were the bad guys are at all time power!"

Kaine removed his masked and happily kissed Mare-velous.

Meanwhile.

the maker was loading more and more Terrigen mist tanks on to Mr. Negative trucks as he said, "I made sure to spray the area for spiders. The gate way will be ready in a few days for our plan to move along."

Negatives nodded as he turned to leave.

but while that was going on the Equestrian Avatar of the maker.

Was trotting with his container of extremis as he growled," why is it so hard to find some pony who will use this, in this time line! If I make a move then I am on legion's radar and with him at full power form all his personalities being merge I won't stand a chance and the whole plan is shit housed."

He then smirked as he stopped, "I have been thinking of this to much it's simple really!"

Later on Zecora went to check a knock on her door to see a bottle of a strange potion on her door step and she brought it in to study it.

Unknown to her the maker was watching smirking.

To be continued.


	32. Chapter 32

A few days later in new York it was Halloween.

Peter was walking around in his spiderman suit mask off like he did every year and beside him was May in a lady ock costume she smirked as she crossed her arms and said, "So no one figures it out?"

her dad nodded.

Luna then walked up she her costume was a copy of angel of the x-men's classic outfit behind them Apple bloom who was dressed as silk as she said, "wait up!"

that is when they came to Billy who had fake spines and spikes taped to him to be Stegron as he and May hugged happily.

that is when they spotted Tony in a captain America costume, Rarity in a dazzler outfit smiling as she adjusted her mane.

that is when Anthony walked up in a Bucky outfit next to Sweete belle who was in a jean grey costume.

Luna smiled as she flipped her mane, "I can't believe humans have a holiday like nightmare night." She seemed happy about it, "Even if I had to cut a tail hole into this costume!"

All the ponies nodded while May rolled her eyes and said, " My dad screamed like a little girl when he saw my costume."

Tony then let out a serious comment, "After that time Ock stole his body and no one figured it out till he got his body back on his own and told us that stands to reason… he is still mad about it! I deserved that virus you left in my building Pete!"

Peter the amazing spiderman, then flipped tony stalk the invisible ironman off and everyone took a moment to step back in shock.

Meanwhile a world away.

Wolverine and Fluttershy were up in Zecora's hut and Wolverine sniffed the container Zecora couldn't figure out and he turned green and stepped back, "that's Extremist!" he declared covering his nose with a hoof as the smell was sickening to him.

the mares looked confused and Wolverine said, "first it makes you throw up your guts, then your body brakes out in scabs that grow and merge in to a Cocoon then three days later the coon opens and you are either alive with super powers or dead." He said being flat as he backed up, "And it stinks!" He said sounding sick.

Fluttershy looked at it and said, "Oh my!" she seemed worried.

Zecora put the container down and cleared her through, "Those you one of claws, truly mean what comes form your jaws?" she said rhyming as always, even while shocked.

the mutant opened the door and left the hut as he said, "Every word of it lady! Now hand that jar over to Fluttershy we need to get it to Reed so stretch can get rid of it before it infects anyone! Or someone drops it in to a water way!" He clearly upset about needing to take it with them.

Fluttershy grabbed it with a wing as she said, "thanks for having us Zecora" In a moment Zecora throw up and it was red.

Wolverine gasped, "Please till me you didn't grab the jar with your mouth!?" he said horrified.

Zecora couldn't lie as she throw up blood again and Wolverine said, "great she is infected! Fluttershy you take that thing to Rid! I'll run off and get help for stripes!"

She nodded and part ways with her colt friend as she happily said," we got this!"

Later on in the Ponyville hospital Zecora was already in the cocoon phase and the doctor said, "I don't know what you want me to do I am a doctor not a mad scientist?" he asked as he looked to Wolverine in confusion.

Wolverine sighed, as he sadly said, "Bub I know that! I know you can't do nothing for a cocoon but I hoped you at least had a way to tell if what was in it was still alive and well!"

the doctor face hoofed, "We do! Hold on I'll go get a sonar machine!" he then left and came back in and point the machine at the thing and the screen showed Zecora a sleep within well a blurr in her shape that was moving showing breathing.

the doctor then said, "breathing so alive…. That's all we have sadly and even this is new thanks to Reed." He seemed sad about how he couldn't help Zecora.

Fluttershy then galloped in and said happily ," Reed has gotten rid of it and WOW!" she said gasping as she saw the Cocoon and she said, "you weren't kidding! She is in a cocoon!... I'll go get a changeling! They are bugs they will have some idea of what to do!" she said before she jumped out a window and took off flying.

Doctor caramel then blinked and said,"…. … does it hurt when the claws come out?"

Wolverine then let out a flat," it use to but now the nerves there are dead and can't feel a thing I could have a train spike run through it and I won't know it unless I saw it." he said flatly.

the earth pony took a step back as he said," that was horrifyingly vivid." He sound freaked out and looked nervous being left alone with the mutant who always seemed to be in a bad mood.

Next day pinkie pie was in the hospital looking at the cocoon as she asked, "….do we through a welcome out of your cocoon party?" she seemed confused then remained quite while looking at it for a while before leaving.

Later on Twilight was running a scanning smell before saying, "pardon my human but this isn't finding shit!" she then left with sad sigh.

next day Applejack looked in to the room before trotting past it, "Nope! Nope!"

the following day Rainbow dash poked the cocoon and gasped as it cracked and she said," I DIDN'T DO IT!"

In a moment fire came form the crack making her jump sharply to the right her eyes widen as she heard a claw scratching on something sound coming form it.

In a moment a Zebra hoof with five small finger like Claws bust through with a roar and Rainbow dash's eyes widen in shock.

Soon the cocoon was braking and Zecora now with those claws on all her hooves was out panting her jewelry gone, her hair a mess and fallen over panting as seemed hot, red glowing veins visible around her eyes as she panted her light grey fur parts seemed lighter while the dark grey seemed darker as she panted.

Ceramel walked in and yelled, "NURSE RED HEART THE PAITENCE IS OUT OF THE COCOON! GET ON OF THE SUPER HEROES ON THE LINE!"

Later on in ever free.

Zecora watched to her own horror as a cut on her left leg healed and closed quickly before her eyes it was gone with out a trace.

Fluttershy was checking that off a clip board, "ok now claws and healing factor check, ok now let's do the physical test to see if the enhanced physical abilities"

a Timeberwolf then appeared and in reflex Zecora breath fire to her shock driving that away and the Pegasus nodded and said, "Well that's a check might as well see if those claws have electric shock powers or not before doing the rest of the testing."

Elsewhere the Equestria Maker Avatar sighed, "only one for a jar! Will be need to change those numbers but all is ready on earth!"

On earth The inverted Goblin had finished the dimensional gate way and Mr Negatives looked to him the inverted Ben Reily carnage, tombstone and hammer head then to himself, "super powered army check, super power bombs check, gate way check Sinister six check! We move at noon tomorrow"

to be continued.

Omake

Zecora was running through Everfree easily and quickly using her claws to climb trees the enhanced physical abilities to scale run and brake through things she felt free better and she looked at her clawed hooves and moved them like a griffon would fingers as she tapped the thumb to the other fingers.

She sighed " I have become more! But now life is a bore!" she sad sadly as everything was to easy to her now.

That is when she spotted the Maker and charged.

The maker side stepped her strike before she went to breath fire only for the maker to stretch and bend out of the way before using a rapidly stretched front left leg to deliver a left hook that knocked the Zebra back as he laughed, "Lesser me warned you then Well now you most know you are out classed I am smart stronger and more skilled and as I am not technically alive I can never die!"

he stated before simple opening a portal by hitting his belt and leaving as he stated, "give it time soon you will have excitement rookie!" he said laughing as he walked through.

Zecora got up holding her healing ribs as she said, "he is as evil as his head is large, I hope he falls In a gorge!"

End omake.


	33. Chapter 33

It was early in new York when a blast went off.

the inverted and under Mr Negetive sinister six were coming out one by one.

carnage clawing and slashing at people , Hammer head smashing down walls with his head, Tombstone throwing cars.

Ben spinning webs capturing people, Goblin dropping bombs down on the trapped people from the air that's right a goblin and spider were working together.

Hordes of Extremis powered inner demons ran the streets burning and starting fires it was chaos in a moment.

then Mr negative showed up on a truck standing on the roof as the truck pulled out his dimensional gate machine and his Terrigen mist tanks.

he smiled as Goblin used his glider to carry the tanks up one at a time and detonate them releasing the mist as he yelled out, "My fellow freaks Monsters ,mutant's hell even cyborgs , I have highjacked the air ways to bring you this message for years normal have mocked us! Made us feel like we had no right to life! Well no more! We are stronger if this upstart lower life forms hate us let them be us! Even as I speak Goblin is releasing unaltered terrigen mists! Won't harm mutants and it'll make it so soon or later all humans will turn into inhumans form the strength and time! Today is the start of a new era!"

he said as he held his sword charging it with dark lighting as he swung it around and held it up, "Today starts the countdown clock till normal are gone and this is a planet of freaks! And when everyone is a freak when everyone is different no one will be! All will be monsters! Those who hate what they become let them kill themselves those haters will not be missed! Join me on this day my freaks as we celebrate by burning down the old era this days! So form the Ash the world of monster may rebuilt it all right! Join me my fellow freaks!"

Web swinging in was Spiderman who swung down flipping over Negative's blade as he went to slash as he removed his mask and stood on the truck with him and said, "then let me be the first to do away with mask! Peter Parker the spectacular spiderman here!" He said as he used his spider legs to block sword strikes.

He then back flipped and pulled his mask back on avoiding Carnage's claws as he said, "Sense I was a teenager I learned the hard way with great power comes great responsibility and I used it to defend! I ask any and all heroes any and all newly empowered inhumans stand with us! This is our home protect it if not for others then for yourselves if humanity is now ending then let's all avenge it! We are all either avengers and villains this day!"

He then shot a web line to zip up where he held out his left wrist to fire off flames down on Hammerhead.

On the jumbotron Mayor Wilson fist appeared and held his hands up, "yes! Listen to Spiderman who remains the shiniest example of good this city has seen! My people go out defend your home! Protect it with all you have! This day will go down in history as the day hate was put aside so all were gathered to defend themselves together as one! Avengers Assemble as they say!"

Spiderman flipped land and ducked to avoid using a web line that had peace of stone form a building on the end clearly a make shift flair strike and he said, "Oh shut the hell up Kingpin! Kingpin yelling the battle cry! What the hell is this day!"

above the last Mist container was detonated as Goblin's glider was hit by a beam making him fall down he jumped on to a roof top to see princess Luna shining in her armor and said, "Oh so spiderman's newest girlfriend! I've taken his daughter form him! I killed his first love! And I am strong enough to be self aware under negatives control what makes you think you can win princess!" he said pulling out bombs and throwing them.

Luna quickly used her magic to make them glow and fly back to him as he ra and jumped grabbing her by the leg and Luna screamed in pain.

She then gasped when Goblin let go he glow as bat wings came form his back and two horns form his head and he flow up summoning magic fireballs and throwing them.

the princess summoned an energy barrier and she gasped in horror as goblin said, "I just copied your powers isn't that a nice power up for me! I wonder if it's a new add to me mixing my goblin formula wrong or is it thanks to the negative energy power up slash control!" he then laughed insanely as he throw more fire balls making Luna flow back.

Meanwhile down below Spiderling was looking over a corner with Billy by her side as she said, "It won't take long for people to put it together I am Mayday parker, So Billy while they are focused on my dad we need to take down that gate machine! Who knows were it is locked! And I am pretty sure it'll make Goblin mad so some payback!" she then swung off as Billy nodded.

the lizard stuck to the shadows keeping hiding as May swung and flipped out of Hammerhead's head butts as she said, "so Adamantium plat in your head? Why doesn't wolverine headbutt more? Or kick? I mean if one plat of it lets you an other wise normal gangster smash through a wall like a hulk shouldn't Wolverine elbow strikes do the same?" She asked trying to distract him but he remained mindless.

She flipped to avoid Tombstones punches as she said, "My spider slash parker wit is waste here!" At that moment she heard a roar and called out, "Sonics max!" in a moment the sound waves came out making carnage behind her scream in pain.

Extremis inner demons showed up throwing fireballs making her web swing to a wall to avoid them as she said, "Gee! Super power enhanced henchmen why don't more villains do that if it's this easy? I mean don't most evil people with superpowers knowGMH they nature have in their blood give temporary powers? I mean they can use power up their henchmen with a drop of blood for crying out loud!" she said flipping up higher on the wall to avoid rifle fire.

May then continued saying, 'I mean honestly don't this people thing logically!" she then turned and ducked to avoid an impact webbing blast and looked up to see Ben, "High my evil uncle Ben! Bring it on!"

Meanwhile down below Billy came up at the gate only for it to turn on as he was zapped by one of the inner demons using a shock touch. The Gate then began to slowly turn on.

Negative point with his sword firing negative energy lighting at spiderman who was avoiding, "you think you can win! This world has put freaks down to long for them to not side with me!"

that is when A teenage kid in an avenger jacket showed up and let out a sonic scream on carnage making the symbiote scream in pain as it slowly faded back to red and slivered away form the sound.

Negative looked shocked and while he was stunned Spiderman land a slash to his chest form his lower left spider leg as he said, " May be the old generation but if there is one thing my generation of heroes did it was give the younger one someone to look up to someone to be like!"

In a moment it a kid with Wings grabbed the falling Spiderling and flow up higher as ben tried to web swing after them only for a lizard kid to jump out and tackle and bite him!

the evil spider then passed out as the lizard kid kicked off him and land on side of a wall.

May smiled as she was set down on a roof and smiled, "Two down four to go!"

Down below she spotted Hammerhead and Tombstone trapped in energy bubbles punching and headbutting till they passed out form lack of air and the domes vanished and they unconscious villains gasped for air showing they were alive.

May smiled as she shot a web line up and land on Goblins back as she smiled, "Four out of six down!" she said happily as her side made a spike and she hit Goblin in the back with it making him scream in pain as she flipped off yelling, "that is for taking me form my family Gobby!"

Goblin turned and throw fireballs only to fly to his left to avoid a beam form Luna as he growled, "this city is crawling in spiders!"

Down below Negative was charging in to slash spiderman in rage only for something to shoot him in the leg and make him fall over in pain.

Spiderman then looked to see Kingpin holding his cane gun and in a moment he charged at shocking speed throw his arm over spiderman and took a picture using the gem of the cane as he said, "the mayor saving the day beside it's greatest hero this picture will be worth a thousand words and votes Mr. Parker!" he said happily

Peter jumped back as he said, "… WHAT IS HAPPENING TODAY!" he then looked around uniformed cops using new powers and newly empowered kids and teens coming out handling the inner demons and other gangsters beside long time heroes.

he was watching and his lens widen, "Charlies I think your dream just came true!" he said happily.

Negative looked around he was seeing some people jumping off buildings to their dooms like he though the anit-super human people would do but he also saw newly the newly empowered fighting to protect the old world, "I don't understand!" he declared in confusion as he blacked out form blood loss turning into his good alter ego as he did so.

As all the still inverted returned to normal Goblin smiled happily as he hit his left glove and happily said, "Finally Freedom!" in a moment the portal Machine came on and he flow to the gate and declared, "Come follow me spiderman or doom another world to be my play ground!"

He then flow in and in a moment Peter shot off a web line swinging through an action copied by May and Luna flow in.

Once through Luna found herself in normal pony form again in golden version of her nightmare moon armor and she looked to the pony version of spiderman now an earth pony under that adjust for his new body suit.

May smiled as her cap was stretched between her little wings as she land on side of a mountain with her dad as she said, "Dad we are in Equestria!"

they then spotted the still normal Goblin throwing fireballs as he yelled out, "Come on out and face the Goblin spidermane!" he said happily and in a moment May and Peter broke apart swinging web lines and in a moment Goblin charged towards May making a sword out of fire.

In a moment Peter fired a web line and zipped in front of his daughter were goblin touched his chet. In a moment Goblins head moprhed into a green spider face as four spider legs of massive size came form his back and he laughed in victory.

Peter shot off his flame throwers landing down below With May in the Everfree forest to his shock he spotted Wolverine and he gasped, "Hi Logan!"

Logan nodded and popped his claws as he looked up to the Goblin, "need a hand or hoof there peter?" Spidermane nodded yes.

to be continued


	34. Chapter 34

Spiderling Wolverine, Luna and Spidermane were galloping through Everfree as the older spider called out, "so he stole your claws and got away form us! Me and my daughter I understand nothing to web swing form!"

Luna rolled her eyes and said, "I was to stunned by how ugly it turned to remember I could fly it was hideous!"

They then came to Ponyville and ponies were screaming Fantastic four were down, thanks to it being night werewolf by night and his new step son were down and Hybrid was limping.

and in the middle of it the Goblin stood it's spider face now had an upper wolf head corner, one of it's spider legs had a symbiote bio mass claw hand, it's left arm had wolverine claws and stretched out, it's torso was transparent, he was on fire and his skin looked stone he was screaming in insanity.

May's mask lowered revealing her Scootaloo form had her nature red mane color as she point at the goblin and said, "…. Well this are going to be some epic nightmares going to need to go see doctor Sampson more now dad!" he said worried.

Peter lowered his mask showing his light yellow earth pony coat and brown mane as he said, "Daddy will be there with you Sweete of all my years dealing with Goblins never have I seen one this messed up!"

the goblin turned and roared spitting flaming web bullets making everyone jump.

X-23 jumped in landing on his back slashing but the Goblin was healing to quickly and she soon had to jump off the fire was to bright, "HOW DO WE STOP THIS THING!"

That is when Luna's eyes widen the elements of harmony were around it's waist as a belt, "It stole the elements of harmony! HOW?" she screamed in panic.

Peter was avoiding using his hind legs while rubbing his chin and looking at Goblin slashing wildly, "I don't think his brain is there many more! He is just wildly slashing and attack he's to mutate to think! I am just shocked he hasn't killed over yet!" he said flipping to avoid a stretched spider leg.

Reed got up and bend out of the way as he nodded and watched as the thing's leg hit Zecora giving goblin the glowing Veins of extremis making him scream in pain, "Peter did you see that?" he asked pointing to it with a stretched finger.

Raze was using his grown wings to flap around avoiding them and he rolled his eyes, "We all saw it when he touched Zebra lady he growled in pain as he copied her powers so what?"

That is when May or Scootaloo dropped down on a web line shocking her two foster aunts as she said, "Dude? It means every time he gets more powers it hurts him! Pain is a worrying sigh to stop before you destroy your body! If it's hurting it's ending him slowly every time he does it!" She said popping the blue colt's nose.

Luna was making a magic shield only for the symbiote claw of the Goblin to smash it by becoming a hammer and she jumped back in shock, "Ok then how do we use that? He copied my powers just fine!" she said worried and horrified by the goblin.

Peter was on side of a cottage shocking a few local ponies as he said, "Simple! We overload it! or give him to much power for him to handle so be brakes! The only question is who's powers hasn't he copied and who's is enough!"

He then jumped off his suit retracting into the spider leg pack witch he removed showing his spider cutie mark as Franklin popped up beside him and he said, "he doesn't have mine…. That that I have them now!"

Sue then yelled out, "WE ARE NOT….What am I saying he is going to do it any way!"

Franklin nodded as he said, " yeah but how to get me close enough to make contact!"

they then watched as goblin slapped away spike and grew a dragon tail and screamed in horrible pain form it.

Peter sighed and said, "I have an idea but I need a moment!" he said being blunt as he closed his eyes and May came down and said, "Dad isn't Equestria cut off from the web of life and Destiny as punishment for Celestia making the spider who create reality mad?"

before anypony said anything Luna said, "I was there I can confirm everything she said is true!"

Spidermane nodded as he said, "yeah but I don't' see any other way ok Great weaver I am your Avatar give me that power up!" in a moment his eyes glow as his exoskeleton formed fit for a pony giving him claw like hooves as he charged in easily avoiding and holding back anything Goblin had.

Franklin appeared on peter's back cheering as Peter crossed his spider legs blocking fire as he dove down and roared out, "It always come down to you and me Goblin!" he said in rage!

The goblin roared as it breath fire making spidermane fire a web line to the ground to zip to his left with Franklin cheering excite as he yelled out, "NOW THIS IS A RIDE!"

Peter looked to the kid and said, "don't ruin the moment kid!" he then used his armored spider leg to hold back wolverine claws form stretched spider legs them moving at blinding speeds much faster then his robotic ones could to block the strikes , "you end the life of my first love Took my daughter form me for years, drove her mother insane will it stops here!"

he said as he saw and opening and dove forward and Franklin went flying and land right on the goblin's head.

the reality warped looked as goblin start to crack showing light and he flow off yelling, "HE IS GOING OT BLOW!"

May held her hooves up making a web shield and held it up over her head as she said, "…. I see where this is going! I don't want to watch but I most!" she said flatly as goblin expanded and cracked swelling and braking and glowing as he roared in pain.

that is when the Goblin said it's last words, "No more Green goblin?" in a moment he explode making Green slime rain down form the sky making everyone go "EEEE!"

Sue had an energy shield over her and her kid's heads as she said, "Gross!"

Peter then let out a flat, "thank you exoskeleton not one bit of this slime will touch me!" he sound happy about it!

Luna was looking crossed out watching her step as she had a barrier above her working as an umbrella as she shivered, "Lucky you dear lucky you!"

Werewolf by night chuckled as button howled,

Starlight hide under applejack as hybrid was using his wing to shield them, "Only in this village! Do you get super villain slime rain! Got to both love and hate this place!"

thing looked to Peter who's exoskeleton was cracking, "HOLD IT ON MAN!" he yelled.

Peter blinked and said, "It's a molt! Not a bathroom break! I can't!" he said flatly.

that is when Johnny cracked his neck and said, "Valeria tell uncle what is most likely to happen when that mystic power up on Peter comes off?"

the super genius filly tapped her head and said, "in order of most likely to least, giant spider cosmic just erase this reality, this reality gets up on trial by them, or to horrible to say!"

Fluttershy looked around and bowed saying, "gentlecolts and mares it's been an honor serving with you all!" she said as cracks appeared in the sky as Peter's exoskeleton continued to crack.

May completely turned her costume off as she sighed, "Ok bring it on!" she said excited and trying to sound tough, "YOU HERE THAT COSMIC SPIDER WHO GIVE ME MY DAD AND ALL THE OTHER SPIDER TOTEMS OUR POWERS WHAT YOU GOT?"

Luna gasped as she in panic said, "Scootaloo please don't enrage those way higher up on the food chain then me my sister and discord combined!"

Aunt Holiday then looked to her wife and said, "…. Yes I though your sister was hotter then you on prom night!" she sound sad and panicked.

Auntie Lofty sighed and looked to her wife, "I have been using your tooth brush for a month as I lost mine!"

that is when a giant spider burst through the cracks as Peter's armor fell off completely.

Peter then bowed and said, "Great weaver …. What am I doing you saw it all through my eyes! You know I was just chasing the goblin you know the thing that sent my daughter here as a new born by stealing him form me and marry jane leading to your no spider totem here line being broken!" he sound rude and while some Ponies went to tackle him he just side stepped them.

The weaver laughed shocking everyone and said, "Oh trust me I know! I seen it all form your eyes my Avatar I know this world has changed and at least one of the sister is sorry for the insult to the size of my abdomen!"

Pinkie pie then whispered to Twilight, "did it just say the princess made it mad by insulting the size of it's butt?"

Twilight nodded and said, "I think so Pinkie pie!"

the ponies where shaking the spider above was simple gigantic it's whole face was taking up the sky.

Peter put his spider leg pack on to get his costume back as he span a web line to get up closer as he said, "Hold on it's rude not to look someone in the eye Sorry going to need to web swing and wall crawl on you sir!" he said as he pulled the line to get on to it's under jaw then crawl to stand up on the space between some of it's eyes and he looked down, "there well you know I didn't have any chance either boss spider!"

Weaver nodded and said, "Oh Trust me Peter parker of universe 16 15 14 25 13 1 18 22 5 12 , I am not here to punish anyone I am here to reward and save!" the world shock as he said, "that isn't me! That's the fact the goblin had reality warping powers when he explode making your universe go through a big crunch!"

the ponies looked confused but Scootaloo yelled out, "our world and on all it and in it are being crushed like when you roll of and crush paper before throwing it away!"

there was screams of horror and panic till the spider yelled, "SHUT UPP AND STOPP!" every pony froze!"

the spider then said, "And with the portal contacting this world to yours your world is shaking and going to brake peter So shall save both worlds by unwrapping this one and weaving it around yours like a bandage saving both universe and all within it!"

Peter nodded and said, "Gee as if things weren't changed enough already today!"

to be continued.


	35. Chapter 35

It was a few hours later.

the now anthro ponies of Ponyville were rebuilding, each dressed like there Equestria girls counterpart

Rarity smiled as she hugged her friends and said, "I've missed you girls so much!"

Rainbow dash crossed her arms, "So finally dating!?" She said smiling as Rarity had just got off a private jet owned by Tony stark a few hours ago.

the unicorn nodded and said, " yes my parents are making a big deal as it comes with a grandkid already attached."

in a moment they saw Spiderman firing off a web line in a hurry in a mad dash May on her back making the girls looked confused.

Pinkie pie blinked and asked, "who's dying?"

Luna then flow over head , "His aunt!" she said flatly making Pinkie pie bite her tongue.

Following her was lofty who had a blue ankle length skirt to match her sweater as she carried her wife, who was dressed in an orange tank top blue scarf and blue bellbottom pants.

In the slowly rebuilding new York news was all on it they figured the new jadged mess of a contained and does on it were thanks to negatives portal.

As Spiderman land on a hospital wall and window and crawled in removing his mask to see his aunt in the bed the life monitor being slow and next to her was Celestia making Peter raise and eye brow.

the princess was dressed in the a yellow sundress and she got up and said, "I am dating legion, I know and he teleported me, but I'll leave you to alone!"

Peter then sat down looking at his aunt may only for her to smile and put her hand to his face, "Peter the boy I raised as my own a hero, an avenger, a parent, a millionaire, Dating a princess you sure have come along way sense high school!"

Peter looked down sad at her, " yeah.. Aunt May I am sorry..for all the lies!" he said hisspider legs retracted, and in a moment Spiderling came in and turned off her instant costume.

the younger May stood there in blue jeans a red shirt blue flip flops and a Spiderman hair clip in her hair and she walked over to her great Aunt and said, "Great aunt May … so much I want to tell you for so long.."

the older may put a hand on the younger one's face, "I know goblin sent you away to Equestria Celestia told me, I am proud of you for coming home, for coming back to your family and being who you were supposed to be" she smiled as the younger May teared up, "A hero like your father."

A faint smile appeared on May's face, as she said, "thanks great aunt may but I didn't come home on my own, Madame web brought me back home.."

the older May smiled as she said, "then tell her thanks and tell who ever looked after you in Equestria thank you as well for me! And Peter one last thing!" she then removed the ring Ben gave her and said, "Give this ring to that girlfriend of yours… I know you haven't had the best luck in relationships but Luna she seems to love both peter parker and spiderman.. and May!" she put the ring in his hand as the monitor flatlined.

the younger May hugged her dad's and cried, Peter got down and hugged her as he looked to his aunt's lifeless form and said, "Goodbye… mom.."

At that point Teresa swung into the window and gasped in horror she was to late to say goodbye to her aunt.

Meanwhile on the hospital roof.

Lofty was blinking as she dust off her sweater and ankle length blue skirt. "Wait wait.. same se couples can adopt here?"

Luna nodded and said, "you two could have adopted her instead of only fostering her every other year here! And trust me Peter would like to thank you for all you did do. Why else do you think he invited you to live with him and May after he found out the goblin smashed your home!"

Holiday then put a finger to her chin and said, "Gee I hope we don't tale up much room!" Luna then point to a mansion down the way and said, "you see that large mansion with the P in a circle and the I in a circle logo. That's Peter's house all of it!"

the two mare's jaw dropped, Lofty's eyes blinked, "IT'S BIGGER THEN YOUR CASTLE PRINCESS!"

Luan nodded and said, " yes he has more money then us that's why, Also if you think that's shocking that big tower with an A on it that belongs to Tony stalk it's his house!"

the two mare's jumped and said, "WHAT THE HAY!?" in shock.

holiday then raised a hand and said, "screw not being a bother I am going to ask for a new wardrobe and new stuff to replace all of ours! Money bags can pay for it!"

Lofty rubbed her templates, "rich super hero princess dating single dad! What is this a comic book?" she asked just stunned.

Peter then came on to the roof as he said, "May is down below trying to comfort my sister, who showed up to late to say goodbye…" he said sadly.

Holiday head down as she said, "and he has a sister! What's next two brother and one is evil!" Luan looked to her and yelled out, "YES AND HIS MOTHER IS BECAME A SUPER VILLAIN AFTER HER AND HER HUSBANDS COVER WAS BLOWN AND THEY WHERE EXPERIMENTED ON WHILE UNDERCOVER!"

Lofty's eyes widen as she said, "spy grand parents…. What the comic book crap is this world running on?" she asked as she followed her wife down stairs.

Luan went to try and hug peter but he stopped her as he held out a ring in his open hand and her eyes widen as he said, "this was my aunt may's wedding ring.. she asked me to do something with it!" he got down on one knee.

Luna's eyes were widened as peter said "will you marry me!" she put the ring on grabbed him hugged him and in the royal Canterlot speaking voice yelled out, "YES I AM ENGAGED I AM MARRYING SPIDERMAN!" it carried for miles.

enough miles for Kaine in Hudson to hear it in the power pony tower with triggered Mare-velous then cross her arms and looked to her boyfriend, "they are getting married."

Kaine's lens widen as his brain went in to autopilot "… I am thrown through a loop here as I am clone and covered in scares and every women I ever date has dumped me after I used my exoskeleton power before you.. never though marriage was an option for me!" he seemed stunned honest like he won't be able to lie to save his life.

Mare-velous smirked, "then our wedding date is one week after your brother and the princess, I am just happen they allowed maretropilis to be part of the Texas, now come on bow we are heading ring shopping."

later on Fluttershy was getting off a black bird in a generic x-men uniform beside the once more human wolverine Raze and x-23.

behind x-23 was Spike now taller and humanoid dressed in just a black loincloth with a yellow belt with an x-man logo his fire breath's magical powers was proven to be part of a mutation.

Fluttershy looked down at the clouds below them, "the island does just float! Cool and we are right above Canterlot and not to far off form cloudsdale if I want to visit my parents yay!"

Down below in Canterlot.

the anthro royal card now with black body suits with there armor looked up and said,"….. what is holding it up? What if it just likes stops and falls?" they seemed worried by the floating island above them.

Meanwhile back in new York.

May was happily hugging Billy as he joined them back on the way to the parker mansion. Mayor fisk was on the jumbotron talking and Luna rolled her eyes, "How did the boss of evil Ninjas get a good enough reputation to be come mayor?" she asked.

Lofty and holiday jumped and peter said, "he was smart enough to make sure the connection between him and the hand couldn't be proven. So it's all a rumor legally trust me daredevil and me have been trying to gather enough proof for years but he is smarter then he looks."

May smiled and said, "that reminds me we need to visit cousin Reilly and him in hell's kitchen! I wonder how they are doing?"

Meanwhile Reilly was slashing his fire made sword at red suited Ninjas as he screamed, "COME GET IT!"

Daredevil then jumped holding a file as he said, "I got it kid now come on Anti-venom can hold them off form here!"

At that point Ant-magic venom appeared in a burst of red runes as he growled, "I WILL CURE YOU ALL!"

the dark devil turned and said, "YAY! Your going down Fisk!"

to be continued.

Omake

Applejack was walking with starlight who was dressed in a smaller version of Applejack's outfit when hybrid came done he looked winded as he out a low growl of, "codex hunters are coming!"

they looked confused and he said, "codexs are little piece of a symboite left behind in previous host if enough are gather the dead symbiote can return to life!"

Starlight gasped, "NO THEY ARE GOING TO BRING BACK GRANDPA!"

Applejack then let out a stunned, "don't call venom that!" she said worried.

end omake.


	36. wedding

Months later In new York Spiderman was in his anti-eletro spinning web and flipping to avoid electric blast being through by said super villain as he said, " Look Maxwell I get it! I know I can be a charmer but this has got to stop!"

Eletro growled as spiderman web swung to a wall above and said, "Like I told Blackcat I don't like you that way and I am engaged, and plus with you I just don't go that way, not that there is anything wrong with that it's just not for me!" he said nicely before jumping off to avoid another lighting blast.

Spiderman landed on the ground facing him and said, "I get it you go both ways and this dance has had it's effect on you! But it has to stop! I am not in to you like that! But I am sure there is a nice super villain or villainess out there for you!" he said as he cart wheeled to another electric energy blast.

Peter then crossed his arms as he land and said, "Now Maxwell I am a busy guy! My daughter is getting out of school for the summer in two hours and my wife to be is out picking up our wedding dress then I am leaving to the crystal emperor witch land close to wakanda were T'challa well officiate the wedding! Then I am going away for a month to my private island for my honeymoon so you can see were this is just wasting my time!"

Spiderman then back flipped out of the way and shot a web line swinging in and moving right beside an electric blast as he got close and his hell brand glow as he throw a fireball right at Electro's face making him scream and cover his head before a two legged swinging kid hit him in the gut so hard he was sending crashing in to a building where he was knocked out.

Spiderman then web swung off as he smiled and said, "and that is the fifth villain with a crush today!" In a moment he heard a roar and turned to see Mj as carnage growling as he sighed, "May daddy is going to be late! Why the hell did my new suit need repairs again! I could use the flame throwers to launch this hell brand flames right now!" he said cursing his luck!

Meanwhile.

Luna was in a new York dress wedding dress shop for mutant women she hated the term but they where the only place she could find dress with wing holes in them. She was looking at a full body mirror.

She was in a simple white dress that was backless held up by the neck area white high heels white stockings white sleeve like gloves and a white veil. She smiled at it and said, "This will do! I had a month and I am just now picking out a dress! Honestly luna! How lazy can you be! Beside you're a princess marrying an avenger this is a big deal a very big deal!" She said nervous and she took a calming breath and smiled, "you lax Luna parker!" she giggled and happily said it again, "Princess Luna parker and Prince Peter Parker! Has a nice ring to it!"

Meanwhile May was web swinging away form school when she land on the side of a building and let out a loud epp, "IT JUST HIT ME BLOOBLUE IS GOING TO BE MY COUSIN!"

She screamed as she head on home to see Billy waiting and she hugged him tightly and smiled, "Billy My boyfriend and date to my dad's wedding! I am so going to miss hugging you when I am in Texas with my uncle for the next month! But dad doesn't trust aunts Lofty and holiday alone in his house after last time! And aunt Teresa is busy web swinging and protecting Manehattan!"

Billy hugged back,

Lofty walked out holding bags as she was fanning, "Going to a royal wedding going to a royal wedding! I can't believe it! we have to get ready and Scoota… I mean may why are you wearing that costume."

May's lens mimicked a raised eye brow and said, "It's a super hero wedding every hero is going in uniform, the other spiders, My uncle my aunt the power ponies, Hulk. The x-men the other avengers, dad is even getting married in his Black stealth suit! Now come on to avengers tower to take the Quin jet!"

Holiday smiled and said, "Oh right come on we can meet Peter and the princess there it's a royal wedding we have to get a move on… well Luna isn't taking the same jet as it's bad luck but you get my point come on come on!"

Elsewhere in Hudson.

Masked matter horn was shining and dusting her outfit as they stood on the parker industry Texas roof top as she said, "Ok breath check!" she breathed on her hand then smiled it, "I am good!"

Radiance rolled her eyes and said, "you had to over sleep!"

Saddle rage was smiling, "And it's at night so I can dance with my honey the hulk at the wedding!" she said happily.

Fili-second smiled as she said, "Quicksilver should be there he is on the current avenger list my time to meet guy!" She said hopeful.

Mare-velous held Kaine's arm and said, "Kaine you ok? Still depressed about your aunt's passing?"

Kaine growled, "do you have to ask?"

Dum drum then added to this by saying, "You realize it's hard to tell with you? You are bad mood every day!"

Zapp rolled her eyes and said, "And most of us will be in the wallflower corner!" she said sadly.

Elsewhere In the crystal emperor a jet was landing as storm and her husband now an anthropomorphic panther stepped off followed by white wolf who was like wise an andromorphic wolf they were creed by Cadance.

the princess was dressed in a silver top sidles dress and silver heels as she happily said, "Greeting Royals of our new neighbor kingdom of Wakanda!" At that point her daughter Flurry heart who was in a baby gown walked over and crossed her arms and bowed.

Storm rolled her eyes, "your infant daughter knows how Wakanda's greet eachother but you do not?"

The princess of love's eyes widen in embarrassment at the turn of event as she said, "Diplomacy failed!"

her husband dressed in his old wedding suit but now with red pants and white boats bowed with his arms crossed over his chest like his daughter making his wife's left eye twitch at it.

more Quin Jets were landing bring more of the guest and as Tony stepped out in a black suit and smiled and said, "Ok then time for a wedding. And we saw the blackbird a few minutes ago so the x-men should be here soon!" he said friendly holding his hand out to T'challa who shock it.

T'challa smiled, "Not going to crack a cat joke about me and my people's mutations thanks to the mist?" he asked with a friendly tone.

Tony smiled and said, "No but if at any point you purr I am recording and posting that. Captain America isn't joining us! I think he is on the verge of a break down with all the changes the state of emergency rapid changes and what his evil copy did while pretending to be him! Right now I think wade has it more together!" he said flatly.

Deadpool then came out and petted his daughter Elly who was in a purple dress on the head and said, "Gee no one has ever said that My wife cheated on me and life me for Dracula Tony so my plus one is my daughter that ok? Or is it an issue? And also where is the snack table? Not In that order!?" he then waved to the royals and said, "Hi Cadance shining and Flurry heart, Princess why did you stay with him when he couldn't tell you had been replaced by a shape shifter but his sister could?"

The family's eyes raised in confusion on how he could know that!

Later on in a room peter was in a black Spiderman suit with red spider symbol red lens red hour glass symbols on the palms of his hand red wrist machines slash flame throwers on and black four metal spider legs.

he lowered his mask and smirked as he said, "Gee I am shocked Kaine hasn't want to rip this one off or Ben!?" he asked happily.

he heard a grunt and turned to see Kaine in his suit mask off the two hugged before nodding to eachother and Peter said, "Ready best man!"

Kaine nodded, as they head out and stood waiting for Luna to walk up she was coming with her flowers.

Not to much later they where kissing and the flowers were thrown only for in a moment a web line to grab them and pull it to Teresa.

the lady parker whistled as the other women looked at her like she cheated with her super powers.

May was hugging Billy's arm and said, "this is so worth being Bluebloods new cousin!"

as everyone was dancing.

Teresa Sweete belle, Zap Masked matter horn, hum drum, and radiance were together watching everyone dance happily as they all said, "here to the shy!"

Deadpool then walked past them and before they could say a word he said, "I am not asking anypony to dance I am asking with way to the drink table!? The food was kind of dry! Need something to water it down! Also Teresa prowler has been looking your way for a bit! Go say hi! Go go!"

Spinneret then walked off to go say hi to the prowler leaving the single corner.

To be continued.

omake.

the maker was looking at his pony counterpart only for the pony to fade as there reality was now merged so another Avatar was not need.

the maker then walked down a row of symbiote codexs in jars as he stated, "the number of people who choice death over mutated has made it despite the merge of two realities this earth is at an all time population low! Less room to hide less room to work! More of a challenge to speed up the uplifting of this new reality."

he seemed to smile as he walked to a machine the jars were hooked up to! He hit a button making all the codex merge into a jar and turn black with a white spider as it reared at him and he said, "Welcome back Venom!"

end omake


	37. Chapter 37

In Hudson The power ponies and Kaine were chasing Shadowmane.

She was dressed in a black body suit her normal white fabric mask hood cape and boots along with gloves when the shadow warrior pulled out black throwing stars and throw them.

As Kaine noticed one he said something out loud while he said, " I could see it but no spidersense!"

Radiance who was on a pink version of the surfer's board as her eyes widen, "she isn't related to you… so then…. Symbiote?" She asked sounding nervous.

In a moment shadow mane turned her eyes becoming white and glowing as a spider symbol appeared on her chest and tendrils sprout form her cape as her outfit was revealed to be made of symbiote Biomass She then pulled out Japanese short swords covered in symbiote biomass making them longer blade and twisted Katanas.

She roared as she charged at them forming a second said of arms form the cape to web swing only for her to scream in pain when a young voice said, "Sonics on!"

That is when the power ponies turned to see the Spiderling hanging upside down form a web line with a smile as she said, "this is an anti-symbiote suit lady! Even if I had not showed up masked matter horns heat beam would have worked just as well."

Shadowmane roared as she fell grabbing on to a wall before a tendril dropped a smoke bomb and she vanished.

Later on in hiding Shadowmane growled as she walked back through the city's water center as she said, "our big moment! The reveal of venom! The new venom it was going to be such an epic moment as we crushed the spider with his own powers but nope!"

She then pulled out a bottle form her capes and opened them as she throw them into the water it was symbiote codex lots of them as she continued, "She dears to mock the symbiote let's see her little sonic suit's trick work on an army! The maker's codex go play girls! Go forth my children find your hosts and begin the rampage let us show this world not to mess with Venom!"

Later on at the power ponies base.

Saddle rager was texting Bruce as she said, "Oh my gosh! Cap is having one of those episodes again!" She said form the couch.

Masked matter horn was drinking a bottle of water when she asked, "A civil war between super hero starting one or one of those I don't belong here ones?"

Radiance rolled her eyes as she walked in she said, "I don't think it matters much as it always leads to some bull shit! As long as we don't have to deal with Sin or her father, or having to fight other heroes we will be good!"

Mare-velous laughed as Hum-drum rubbed his face as Lofty and Holiday turned away form him as she said, "that was funny same thing happened when Fili-second meet Wally and Donald!"

Fili-second was sitting down in to the room as she said, "Don't know how they land the slap!"

Kaine rolled his eyes as he removed his mask to get a drink form the fridge as he closed the door he saw May dressed in Cowboy boots, a knee length Jean skirt white shirt brown vest and a cowboy hat in white and he said, "there is not a rodeo in town kid!" he said petting her head.

Zap then came down the stairs into the room as she crossed her arms and held her chin, "you know Shadowmane ran to quick she is a ninja! She didn't try no stealth she didn't try to take advantage of a living suit that could change colors to hide better well she probably did to vanish like that even with the smoke cover! It makes no sense that she would just run instead of trying to fight still!"

May adjusted her hat and rolled her eyes and said, "You assuming Shadowmane was in control! This is a symbiote! Most of the time the host isn't wearing the symbiote, the symbiote is wearing the host!"

Holiday got a glass and turned on the sink to fill it as she drank it she shivered, " I couldn't imagine a worst thing to have one you!" In that moment she screamed dropping the glass to shatter as black slime appeared around her as in a moment the a black symiote suit formed around her looking like Mania but with a tail, heel boots to help the hoof footed girl stand and an equine shaped head and long black hair down and there was a room full of screamed.

In a moment may was hitting her watch making her costume appear as she yelled out, "SONICS MAX!" In a moment Holiday was holding her head screaming in pain as trains of tendrils formed trying to leave her but they were stuck on her as she was pulling on the mask yelling, "GET IT OFF GET IT OFF!"

A few hours later.

May was looking at holiday who was in a tube the mask of the suit lowered as she sadly sat in a chair while a scan was going on the machine doing the scanning appeared to be hooked up to May's suit as she said, "Thank goodness my webshooters have system plug ins!" she said as everyone including a shaking Lofty were looking at a monitor clueless as to what the results were showing.

Hum Drum then face palmed and said, "Yoyo Spidergirl what does this gibberish mean?" he said pointing at the screen.

May was looking at it and gulped, " That depends do you want the goodness or the badness first!"

Lofty grabbed Spiderling and shock her, "WHAT IS HAPPENING TO MY WIFE!?" she said demanding.

Kaine stopped her and said, "SHE CAN'T TELL YOU IF YOU SHAKE HER!"

May held her head as she said, "Well goodness is the system id the symbiote as the Mania symbiote! A less aggressive, less crazy, less cannibalistic copy of Venom! So Aunt holiday should be able to keep control with will power!"

Lofty's left eye twitched as she said, "if that's the goodness I don't want to hear the bad ness!" She plugged her hears and start making sounds to drown it out.

May sighed and said, "badness is Mania has already crazy glued its self to Aunt holiday's genetic code! There is no way to remove the symbiote! It's there so long as Holiday lives!"

Holiday's eyes widen in horror as she pulled on the suit on her and screamed, "NO NO GET IT OFF GET IT OFF! I DON'T WANT IT! GET OFF YOU PILE OF SLIME FORM SPACE!" she yelled.

Fili-second point to the door and said in a scared tone, "May do you think your sonic can work against all of them!" she then looked out to see a horde of symbiotes as she screamed and said, "NO the sonic system doesn't have enough battery life for that!" she sounded scared of it.

Kaine cracked his left knuckle as he said, "Ok everyone take one hundred! And Lofty you run screaming upstairs to the panic room!" In a moment he heard the Pegasus ladies screams as she ran up the stairs.

Masked matter horn was getting ready to fire off heat beams as they broke in to the building and asked, "How did this even happen.

Holiday held her head as she said in pain, "this thing is talking to me, it's telling me Shadowmane worked with the maker to get codex… to make symbiotes return… so she could be venom then tubed the rest in to the water systems… it's Shadowmane and this maker guy's doing!"

May was jumping around and web swinging keeping her suits sonics on as the horde now rushed them and she landed on a wall as she said, "if that is the case maybe we can find a way to brake them back down!"

She then hit her left web shooter and unplugged the cord as the computers started to run test using the restored Mania symbiote samples as a baseline as she screamed, "Come on Power ponies together!" she said happily.

Kaine growled as he moved his hand across a symbiote's face making it scream in pain for the heat of the friction burn as he said, "we aren't ponies May!" he said angrily.

Radiance was shivering as she used a pink energy flame thrower to burn a few of them as she said, "At least fire still works! If only human torch was here! And yes I would settle for the robot one too!"

Holiday was holding her head screaming when the mask reappeared and her hair turned black and in a moment her left hand became a mace allowing her to smash the tube it then returned to normal as he jumped firing a web line and swinging away over the horde.

they were not attacking her as she was one of them she held her head as she web swung along holding her head screaming, "I AM ME I AM ME I AM NOT MANIA I AM ME I AM ME! I AM WEARING THE SLIME THE SLIME IS NOT WEARING ME! I AM WEARING THE SLIME IT IS NOT WEARING ME!"

she repeated as she came to a roof top and land on it to see Shadowmane spinning around her biomass Katana and in a moment Holiday charged in.

Shadowmane laughed as she swung only for holiday to bend back wards so the sword swing went over her she then got up and land a punch to her face, "The symbiote! It knows you have it the codex breaker hand it over!"

to be continued.


End file.
